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EX-32.2 - CERTIFICATION BY THE CEO AND CFO FOR WASHINGTON PRIME GROUP L.P. - WASHINGTON PRIME GROUP INC.exhibit322for12311710k.htm
EX-32.1 - CERTIFICATION BY THE CEO AND CFO FOR WASHINGTON PRIME GROUP INC. - WASHINGTON PRIME GROUP INC.exhibit321for12311710k.htm
EX-31.4 - CERTIFICATION BY THE CHIEF FINANCIAL OFFICER FOR WASHINGTON PRIME GROUP, L.P. - WASHINGTON PRIME GROUP INC.exhibit314for12311710k.htm
EX-31.3 - CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER FOR WASHINGTON PRIME GROUP, L.P. - WASHINGTON PRIME GROUP INC.exhibit313for12311710k.htm
EX-31.2 - CERTIFICATION BY THE CHIEF FINANCIAL OFFICER FOR WASHINGTON PRIME GROUP INC. - WASHINGTON PRIME GROUP INC.exhibit312for12311710k.htm
EX-31.1 - CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER FOR WASHINGTON PRIME GROUP INC. - WASHINGTON PRIME GROUP INC.exhibit311for12311710k.htm
EX-23.2 - CONSENT OF ERNST & YOUNG LLP FOR WPG L.P. - WASHINGTON PRIME GROUP INC.exhibit232consentofindepen.htm
EX-23.1 - CONSENT OF ERNST & YOUNG LLP FOR WPG INC. - WASHINGTON PRIME GROUP INC.exhibit231for12311710k.htm
EX-21.1 - LIST OF SUBSIDIARIES - WASHINGTON PRIME GROUP INC.exhibit211for12311710k.htm
EX-12.2 - RATIOS OF EARNINGS TO FIXED CHARGES FOR WPG L.P. - WASHINGTON PRIME GROUP INC.exhibit122for12311710k.htm
EX-12.1 - RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED SHARE DIVIDENDS - WASHINGTON PRIME GROUP INC.exhibit121for12311710k.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2017

Washington Prime Group Inc.
Washington Prime Group, L.P.
(Exact name of Registrant as specified in its charter)

Indiana (Both Registrants)
(State or other jurisdiction of incorporation or organization)
001-36252 (Washington Prime Group Inc.)
333-205859 (Washington Prime Group, L.P.)
(Commission File No.)
180 East Broad Street
Columbus, Ohio 43215
(Address of principal executive offices)
46-4323686 (Washington Prime Group Inc.)
46-4674640 (Washington Prime Group, L.P.)
(I.R.S. Employer Identification No.)
(614) 621-9000
(Registrants' telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Washington Prime Group Inc.:
Title of each class
 
Name of each exchange on which registered
Common Stock, $0.0001 par value per share
 
New York Stock Exchange
7.5% Series H Cumulative Redeemable Preferred Stock, par value $0.0001 per share
 
New York Stock Exchange
6.875% Series I Cumulative Redeemable Preferred Stock, par value $0.0001 per share
 
New York Stock Exchange

Washington Prime Group, L.P.: None

Securities registered pursuant to Section 12(g) of the Act:
Washington Prime Group Inc.: None
Washington Prime Group, L.P.: Units of limited partnership interest (34,760,026 units outstanding as of February 21, 2018)

Indicate by check mark if the Registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act). 
Washington Prime Group Inc. Yes x No ¨        Washington Prime Group, L.P. Yes  ¨ No x

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Washington Prime Group Inc. Yes  ¨ No x        Washington Prime Group, L.P. Yes  ¨ No x

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Washington Prime Group Inc. Yes x No ¨        Washington Prime Group, L.P. Yes ¨ No x

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
Washington Prime Group Inc. Yes x No ¨        Washington Prime Group, L.P. Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in the definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Washington Prime Group Inc.    ¨             Washington Prime Group, L.P. ¨ 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Washington Prime Group Inc. (Check One):    Large accelerated filer x    Accelerated filer ¨        Emerging growth company ¨
Non-accelerated filer ¨    Smaller reporting company ¨
(Do not check if a smaller reporting company)
Washington Prime Group, L.P. (Check One):    Large accelerated filer ¨    Accelerated filer ¨        Emerging growth company ¨
Non-accelerated filer x    Smaller reporting company ¨
(Do not check if a smaller reporting company)

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Washington Prime Group Inc. ¨                Washington Prime Group, L.P. ¨

Indicate by check mark whether Registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).
Washington Prime Group Inc. Yes  ¨ No x        Washington Prime Group, L.P. Yes  ¨ No x

The aggregate market value of shares of common stock held by non-affiliates of Washington Prime Group Inc. was approximately $1.6 billion based on the closing sale price on the New York Stock Exchange for such stock on June 30, 2017.

As of February 21, 2018, Washington Prime Group Inc. had 185,791,421 shares of common stock outstanding. Washington Prime Group, L.P. has no publicly traded equity and no common stock outstanding.

Documents Incorporated By Reference
Portions of Washington Prime Group Inc.'s Proxy Statement in connection with its 2018 Annual Meeting of Stockholders are incorporated by reference in Part III.

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EXPLANATORY NOTE
This report combines the annual reports on Form 10-K for the fiscal year ended December 31, 2017 of Washington Prime Group® Inc. and Washington Prime Group®, L.P. Unless stated otherwise or the context requires otherwise, references to "WPG Inc." mean Washington Prime Group® Inc., an Indiana corporation, and references to "WPG L.P." mean Washington Prime Group®, L.P., an Indiana limited partnership, and its consolidated subsidiaries, in cases where it is important to distinguish between WPG Inc. and WPG L.P. We use the terms "WPG," the "Company," “we,” "us," and “our,” to refer to WPG Inc., WPG L.P., and entities in which WPG Inc. or WPG L.P. (or any affiliate) has a material interest on a consolidated basis, unless the context indicates otherwise.
WPG Inc. operates as a self-managed and self-administered real estate investment trust (“REIT”). WPG Inc. owns properties and conducts operations through WPG L.P., of which WPG Inc. is the sole general partner and of which it held approximately 84.3% of the partnership interests (“OP units”) at December 31, 2017. The remaining OP units are owned by various limited partners. As the sole general partner of WPG L.P., WPG Inc. has the exclusive and complete responsibility for WPG L.P.’s day-to-day management and control. Management operates WPG Inc. and WPG L.P. as one enterprise. The management of WPG Inc. consists of the same persons who direct the management of WPG L.P. As general partner with control of WPG L.P., WPG Inc. consolidates WPG L.P. for financial reporting purposes, and WPG Inc. does not have significant assets other than its investment in WPG L.P. Therefore, the assets and liabilities of WPG Inc. and WPG L.P. are substantially the same on their respective consolidated financial statements and the disclosures of WPG Inc. and WPG L.P. also are substantially similar.
The Company believes, therefore, that the combination into a single report of the annual reports on Form 10-K of WPG Inc. and WPG L.P. provides the following benefits:
enhances investors' understanding of the operations of WPG Inc. and WPG L.P. by enabling investors to view the business as a whole in the same manner as management views and operates the business;
eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure applies to both WPG Inc. and WPG L.P.; and
creates time and cost efficiencies through the preparation of one set of disclosures instead of two separate sets of disclosures.
The substantive difference between WPG Inc.’s and WPG L.P.’s filings is the fact that WPG Inc. is a REIT with shares traded on a public stock exchange, while WPG L.P. is a limited partnership with no publicly traded equity. Moreover, the interests in WPG L.P. held by third parties are classified differently by the two entities (i.e. noncontrolling interests for WPG Inc. and partners' equity for WPG L.P.). In the consolidated financial statements, these differences are primarily reflected in the equity section of the consolidated balance sheets and in the consolidated statements of equity. Apart from the different equity presentation, the consolidated financial statements of WPG Inc. and WPG L.P. are nearly identical.
This combined Annual Report on Form 10-K for WPG Inc. and WPG L.P. includes, for each entity, separate financial statements (but combined footnotes), separate reports on disclosure controls and procedures and internal control over financial reporting, and separate CEO/CFO certifications. In addition, if there were any material differences between WPG Inc. and WPG L.P. with respect to any other financial and non-financial disclosure items required by Form 10-K, they would be discussed separately herein.
WPG L.P. is a voluntary filer. We are evaluating whether or not WPG L.P. will continue to voluntarily file reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

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WASHINGTON PRIME GROUP INC. AND WASHINGTON PRIME GROUP, L.P.
Annual Report on Form 10-K
December 31, 2017
TABLE OF CONTENTS

Item No.
 
Page No.
Part I
 
1.
Business
1A.
Risk Factors
1B.
Unresolved Staff Comments
2.
Properties
3.
Legal Proceedings
4.
Mine Safety Disclosures
Part II
 
5.
Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
6.
Selected Financial Data
7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
7A.
Quantitative and Qualitative Disclosure About Market Risk
8.
Financial Statements and Supplementary Data
9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
9A.
Controls and Procedures
9B.
Other Information
Part III
 
10.
Directors, Executive Officers and Corporate Governance
11.
Executive Compensation
12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
13.
Certain Relationships and Related Transactions and Director Independence
14.
Principal Accounting Fees and Services
Part IV
 
15.
Exhibits and Financial Statement Schedules
16.
Form 10-K Summary
Signatures


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Part I
Item 1.    Business
Unless the context otherwise requires, references to "WPG," "the Company," "we," "us" or "our" refer to WPG Inc., WPG L.P. and entities in which WPG Inc. or WPG L.P. (or any affiliate) has a material ownership or financial interest, on a consolidated basis.
General
Washington Prime Group®Inc. ("WPG Inc.") is an Indiana corporation that operates as a self-administered and self-managed real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended (the "Code"). WPG will generally qualify as a REIT for U.S. federal income tax purposes as long as it continues to distribute not less than 90% of REIT taxable income and satisfy certain other requirements. WPG will generally be allowed a deduction against its U.S. federal income tax liability for dividends paid by it to REIT shareholders, thereby reducing or eliminating any corporate level taxation to WPG. Washington Prime Group, L.P. ("WPG L.P.") is WPG Inc.'s majority-owned limited partnership subsidiary that owns, develops, and manages, through its affiliates, all of WPG Inc.'s real estate properties and other assets. WPG Inc. is the sole general partner of WPG L.P. On May 28, 2014, WPG separated from Simon Property Group Inc. ("SPG") through the distribution of 100% of the outstanding units of WPG L.P. to the owners of Simon Property Group L.P. and 100% of the outstanding shares of WPG to the SPG common shareholders in a tax-free distribution. Prior to the separation, WPG Inc. and WPG L.P. were wholly owned subsidiaries of SPG and its subsidiaries ("SPG Businesses"). At the time of the separation, our assets consisted of interests in 98 shopping centers (the "WPG Legacy Properties"). On January 15, 2015, the Company acquired Glimcher Realty Trust ("GRT"), pursuant to a definitive agreement and plan of merger with GRT and certain affiliated parties of each dated September 16, 2014 (the "Merger Agreement"), in a stock and cash transaction valued at approximately $4.2 billion, including the assumption of debt (the "Merger"). Additionally, included in the consideration were operating partnership units held by limited partners and preferred stock. In the Merger, we acquired material interests in 23 shopping centers (the "Merger Properties") comprised of approximately 15.8 million square feet of gross leasable area ("GLA") and assumed additional mortgages on 14 properties with a fair value of approximately $1.4 billion. Prior to our separation from SPG, WPG Inc. entered into agreements with SPG under which SPG provided various services to WPG Inc. relating primarily to the legacy SPG Businesses and WPG Legacy Properties, including accounting, asset management, development, human resources, information technology, leasing, legal, marketing, public reporting and tax. The charges for the services were based on an hourly or per transaction fee arrangement and pass-through of out-of-pocket costs. These underlying agreements expired effective May 31, 2016.
We own, develop and manage enclosed retail properties and open air properties. As of December 31, 2017, our assets consisted of material interests in 108 shopping centers in the United States, comprised of approximately 59 million square feet of GLA.
Transactions
For a description of our operational strategies and developments in our business during 2017, see Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," of this Form 10-K.
Segments
Our primary business is the ownership, development and management of retail real estate within the United States. We have aggregated our operations, including enclosed retail properties and open air properties, into one reportable segment because they have similar economic characteristics and we provide similar products and services to similar types of tenants and, in many cases, the same tenants. For the year ended December 31, 2017, Signet Jewelers, Ltd. (based on common parent ownership of tenants including, but not limited to, Body by Pagoda, Jared's, Kay Jewelers, Piercing Pagoda, Rogers Jewelers, and Zales Jewelers) accounted for approximately 3.0% of base minimum rents. Further, Signet Jewelers, Ltd., L Brands, Inc. (based on common parent ownership of tenants including Bath & Body Works, La Senza, Pink, Victoria's Secret, and White Barn Candle), Dick's Sporting Goods (based on common parent ownership including Dick's Sporting Goods, Field & Stream, and Golf Galaxy) and Footlocker, Inc. (based on common parent ownership including Champs Sports, Foot Action USA, Footlocker, Kids Footlocker, Lady Footlocker, and World Footlocker), in aggregate, comprised approximately 9.7% of base minimum rents. See Item 2. "Properties" for further information on tenant mix.
Other Policies
The following is a discussion of our investment policies, financing policies, conflicts of interest policies and policies with respect to certain other activities. One or more of these policies may be amended or rescinded from time to time without a stockholder vote.

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Investment Policies
We are in the business of owning, managing and operating enclosed retail properties and open air properties across the United States and while we emphasize these real estate investments, we may also invest in equity or debt securities of other entities engaged in real estate activities or securities of other issuers. However, any of these investments would be subject to the percentage ownership limitations and gross income tests necessary for REIT qualification of WPG Inc. under federal tax laws as well as our own internal policies concerning conflicts of interest and related party transactions. These REIT limitations mean that we cannot make an investment that would cause our real estate assets to be less than 75% of our total assets. We must also derive at least 75% of our gross income directly or indirectly from investments relating to real property or mortgages on real property, including "rents from real property," dividends from other REITs and, in certain circumstances, interest from certain types of temporary investments. In addition, we must also derive at least 95% of our gross income from such real property investments, and from dividends, interest and gains from the sale or dispositions of stock or securities or from other combinations of the foregoing.
Subject to REIT limitations, we may invest in the securities of other issuers in connection with acquisitions of indirect interests in real estate. Such an investment would normally be in the form of general or limited partnership or membership interests in special purpose partnerships and limited liability companies that own one or more properties. We may, in the future, acquire all or substantially all of the securities or assets of other REITs, management companies or similar entities where such investments would be consistent with our investment policies.
Financing Policies
Because WPG Inc.'s REIT qualification requires it to distribute at least 90% of its taxable income, we regularly access the capital markets to raise the funds necessary to finance operations, acquisitions, strategic investments, development and redevelopment opportunities, and to refinance maturing debt. We must comply with customary covenants contained in our financing agreements that limit our ratio of debt to total assets or market value, as defined in such agreements. For example, WPG L.P.'s current line of credit and term loans contain covenants that restrict the total amount of debt of WPG L.P. to 60% of total assets, as defined under the related agreements, and secured debt to 40% of total assets, with slight easing of restrictions during the four trailing quarters following a portfolio acquisition. In addition, these agreements contain other covenants requiring compliance with financial ratios. Furthermore, the amount of debt that we may incur is limited as a practical matter by our desire to maintain acceptable ratings for our equity securities and debt securities of WPG L.P. We strive to maintain investment grade ratings at all times, but we cannot assure you that we will be able to do so in the future.
If WPG Inc.'s Board of Directors determines to seek additional capital, we may raise such capital by offering equity or debt securities, creating joint ventures with existing ownership interests in properties, entering into joint venture arrangements for new development projects, or a combination of these methods. If the Board of Directors determines to raise equity capital, it may, without shareholder approval, issue additional shares of common stock or other capital stock. The Board of Directors may issue a number of shares up to the amount of our authorized capital in any manner and on such terms and for such consideration as it deems appropriate. Such securities may be senior to the outstanding classes of common stock. Such securities also may include additional classes of preferred stock, which may be convertible into common stock. Existing shareholders have no preemptive right to purchase shares in any subsequent offering of WPG Inc.'s securities. Any such offering could dilute a shareholder's investment in WPG Inc.
We expect most future borrowings would be made through WPG L.P. or its subsidiaries. Borrowings may be in the form of bank borrowings, publicly and privately placed debt instruments, or purchase money obligations to the sellers of properties. Any such indebtedness may be secured or unsecured. Any such indebtedness may also have full or limited recourse to the borrower or be cross-collateralized with other debt, or may be fully or partially guaranteed by WPG L.P. Although we may borrow to fund the payment of dividends, we currently have no expectation that we will regularly do so. See "Financing and Debt" within Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," of this Form 10-K for a discussion of our debt arrangements as of December 31, 2017.
We could potentially issue additional debt securities through WPG L.P., and we may issue such debt securities which may be convertible into capital stock or be accompanied by warrants to purchase capital stock. We also may sell or securitize our lease receivables.
We may also finance acquisitions through the issuance of common shares or preferred shares, the issuance of additional units of partnership interest in WPG L.P., the issuance of preferred units of WPG L.P., the issuance of other securities including unsecured notes and mortgage debt, draws on our credit facilities or sale or exchange of ownership interests in properties, including through the formation of joint venture agreements.
WPG L.P. may also issue units to transferors of properties or other partnership interests which may permit the transferor to defer gain recognition for tax purposes.

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We do not have a policy limiting the number or amount of mortgages that may be placed on any particular property. Mortgage financing instruments, however, usually limit additional indebtedness on such properties. Additionally, unsecured credit facilities, unsecured note indentures and other contracts may limit our ability to borrow and contain limits on the amount of secured indebtedness we may incur.
Typically, we will invest in or form special purpose entities to assist us in obtaining secured permanent financing at attractive terms. Permanent financing may be structured as a mortgage loan on a single property, or on a group of properties, and will generally require us to provide a mortgage lien on the property or properties in favor of an institutional third party, as a joint venture with a third party, or as a securitized financing. For securitized financings, we may create special purpose entities to own the properties. These special purpose entities, which are common in the real estate industry, are structured with the intention of not being consolidated in a bankruptcy proceeding involving a parent company. We will decide upon the structure of the financing based upon the best terms then available to us and whether the proposed financing is consistent with our other business objectives. For accounting purposes, we will include the outstanding securitized debt of special purpose entities owning consolidated properties as part of our consolidated indebtedness.
Conflicts of Interest Policies
We maintain policies and have entered into agreements designed to reduce or eliminate potential conflicts of interest. We have adopted governance principles governing our affairs and those of the Board of Directors.
Under WPG Inc.’s Governance Principles, directors must disclose to the rest of the Board of Directors any potential conflict of interest they may have with respect to any matter under discussion and, if appropriate, recuse themselves from Board of Director discussions of, and/or refrain from voting on, such matter. Directors shall not have a duty to communicate or present any corporate opportunity to WPG Inc. and WPG Inc. renounces any interest or expectancy in such opportunity and waives any claim against a director arising from the fact that he or she does not present the opportunity to WPG Inc. or pursues or facilitates the pursuit of the opportunity by others; provided, however, that the foregoing shall not apply in a case in which a director is presented with a corporate opportunity in writing expressly in his or her capacity as a director or officer of WPG Inc.
In addition, we have a Code of Business Conduct and Ethics, which applies to all of our officers, directors, and employees. At least a majority of the members of WPG Inc.'s Board of Directors, Governance and Nominating Committee, Audit Committee and Compensation Committee must qualify as independent under the listing standards for New York Stock Exchange listed companies. Any transaction between us and any officer, WPG Inc. director or any family member of any of the foregoing persons, or 5% shareholder of WPG Inc. must be approved pursuant to our related party transaction policy.
Policies With Respect To Certain Other Activities
We intend to make investments which are consistent with WPG Inc.'s qualification as a REIT, unless the Board of Directors determines that it is no longer in WPG Inc.'s best interests to so qualify as a REIT. The Board of Directors may make such a determination because of changing circumstances or changes in the REIT requirements. We have authority to offer shares of our capital stock or other securities in exchange for property. We also have authority to repurchase or otherwise reacquire our shares or any other securities. We may issue shares of our common stock, or cash at our option, to holders of units in future periods upon exercise of such holders' rights under the Operating Partnership agreement. Our policy prohibits us from making any loans to our directors or executive officers for any purpose. We may make loans to the joint ventures in which we participate. Additionally, we may make or buy interests in loans for real estate properties owned by others.
Competition
Our direct competitors include other publicly-traded retail development and operating companies, retail real estate companies, commercial property developers and other owners of retail real estate that engage in similar businesses. Within our property portfolio, we compete for retail tenants and the nature and extent of the competition we face varies from property to property. With respect to specific alternative retail property types, we have faced increased competition over the last several years from both lifestyle centers and power centers, in addition to other open air properties and enclosed retail properties.
We believe the principal factors that retailers consider in making their leasing decisions include, but are not limited to, the following:
Consumer demographics;
Quality, design and location of properties;
Total number and geographic distribution of properties;
Diversity of retailers and anchor tenants;
Management and operational expertise; and
Rental rates.

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In addition, because our revenue potential is linked to the success of our retailers, we indirectly share exposure to the same competitive factors that our retail tenants experience in their respective markets when trying to attract individual shoppers. These dynamics include general competition from other retail properties, including outlet properties and other discount shopping properties, as well as competition with discount shopping clubs, catalog companies, direct mail, home shopping networks, and telemarketing. The changes in consumer shopping behavior to increase purchases on-line from their computers and mobile devices provide retailers with distribution options other than brick and mortar retail stores and has resulted in competitive alternatives that could have a material adverse effect on our ability to lease traditional commercial retail space and on the level of rents we can obtain.
Seasonality
The shopping center business is, to some extent, seasonal in nature with tenants typically achieving the highest levels of sales during our fiscal fourth quarter due to the holiday season, which generally results in higher percentage rent income in the fourth quarter. Additionally, enclosed shopping centers achieve a substantial portion of their specialty (temporary retailer) rents during the holiday season. Thus, occupancy levels and revenue production are generally the highest in the fourth quarter of each year. Results of operations realized in any one quarter may not be indicative of the results likely to be experienced over the course of our fiscal year.
Environmental Matters
See Item 1A. "Risk Factors" for information concerning the potential effects of environmental regulations on our operations.
Intellectual Property
WPG L.P., by and through its affiliates, holds service marks registered with the United States Patent and Trademark Office, including the terms Washington Prime Group® (expiration date January 2028) and The Outlet Collection® (expiration date October 2023), as well as the names of certain of our properties such as Scottsdale Quarter® (expiration date November 2019) and Polaris Fashion Place® (expiration date July 2022), and other marketing terms, phrases, and materials it uses to promote its business, services, and properties. Additionally, WPG L.P. has filed a trademark application with the United States Patent and Trademark Office for the name "Tangible" and its status is pending.
Employees
At December 31, 2017, we had 845 employees, of which 135 were part-time.
Headquarters
Our corporate headquarters are located at 180 East Broad Street, Columbus, Ohio 43215, and our telephone number is (614) 621-9000. We have an additional corporate office located at 111 Monument Circle, Indianapolis, Indiana 46204.
Available Information
WPG Inc. and WPG L.P. file this Annual Report on Form 10-K and other periodic reports and statements electronically with the Securities Exchange Commission ("SEC"). The SEC maintains an Internet site that contains reports, statements and proxy and information statements, and other information provided by issuers at www.sec.gov. WPG Inc.'s and WPG L.P.'s reports and statements, including amendments, are also available free of charge on its website, www.washingtonprime.com, as soon as reasonably practicable after such documents are filed with the SEC. The information contained on our website is not incorporated by reference into this report and such information should not be considered a part of this report. You may also read and copy any materials we file with the SEC at the SEC's public reference room at 100 F Street, N.E., Washington, DC 20549. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330.

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Item 1A.    Risk Factors
The following risk factors, among others, could materially affect our business, financial condition, operating results or cash flows. These risk factors may describe situations beyond our control and you should carefully consider them. Additional risks and uncertainties not presently known to us or that are currently not believed to be material could also affect our actual results. We may update these risk factors in our future periodic reports, other filings, and public announcements.
Risks Related to Our Business and Operations
We might not be able to renew leases or relet space at existing properties, or lease newly developed properties.
When leases for our existing properties expire, the premises might not be relet or the terms of reletting, including the cost of tenant allowances and concessions and the size of the space, might be less favorable than the current lease terms, due to strong competition or otherwise. Also, we might not be able to lease new properties to an appropriate mix of tenants or for rents that are consistent with our projections. To the extent that our leasing plans are not achieved, our business, results of operations and financial condition could be materially adversely affected and our operational and strategic objectives may not be achieved readily or at all.
Our lease agreements with our tenants typically provide a fixed rate for certain cost reimbursement charges; if our operating expenses increase or we are otherwise unable to collect sufficient cost reimbursement payments from our tenants, our business, results of operations and financial condition might be materially adversely affected.
Energy costs, repairs, maintenance and capital improvements to common areas of our properties, janitorial services, administrative, property and liability insurance costs and security costs are typically allocable to our properties' tenants. Our lease agreements typically provide that the tenant is liable for a portion of such common area maintenance charges (which we refer to as "CAM") and other operating expenses. The majority of our current leases require the tenant to pay a fixed periodic amount to reimburse a portion of our CAM and other operating expenses. In these cases, a tenant will pay either (a) a specified rent amount that includes the fixed CAM and operating expense reimbursement amount, or (b) a fixed expense reimbursement amount separate from the rent payment. Generally, both types of CAM and operating expense reimbursement payments are subject to annual increases regardless of the actual amount of CAM and other operating expenses. As a result, any adjustments in tenant payments do not depend on whether operating expenses increase or decrease, causing us to be responsible for any excess amounts. In the event that our operating expenses increase, CAM and tenant reimbursements that we receive might not allow us to recover a substantial portion of these operating costs.
Additionally, the computation of cost reimbursements from tenants for CAM, insurance and real estate taxes is complex and involves numerous judgments, including interpretation of lease terms and other tenant lease provisions, including those in leases that we assume in connection with property acquisitions. Unforeseen or underestimated expenses might cause us to collect less than our actual expenses. The amounts we calculate and bill could also be disputed by tenants or become the subject of a tenant audit or even litigation. There can be no assurance that we will collect all or substantially all of this amount.
Some of our properties depend on anchor stores or major tenants to attract shoppers and could be materially adversely affected by the loss of, or a store closure by, one or more of these anchor stores or major tenants.
Our open air properties and enclosed retail properties are typically anchored by department stores and other large nationally or regionally recognized tenants. The value of some of our properties could be materially adversely affected if these department stores or major tenants fail to comply with their contractual obligations, seek concessions in order to continue operations, or cease their operations.
For example, among department stores and other large stores, corporate merger or consolidation activity typically results in the closure of duplicate or geographically overlapping store locations. Resulting adverse pressure on the businesses of our department stores and major tenants could have an adverse impact upon our own results. Certain department stores and other national retailers have experienced, and might continue to experience, depending on consumer confidence levels or overall economic conditions, considerable decreases in customer traffic in their retail stores, increased competition from alternative retail options, such as those accessible via the Internet and other mediums, and other forms of pressure on their business models. Pressure on these department stores and national retailers could impact their ability to maintain their stores, meet their obligations both to us and to their external lenders and suppliers, withstand takeover attempts by investors or rivals or avoid bankruptcy and/or liquidation, all of which could result in impairment or closures of their stores. Other of our tenants might be entitled to modify the economic or other terms of their existing leases in the event of such closures (through co-tenancy clauses), which could decrease rents and/or operating expense reimbursements. The leases of some anchors might permit the anchor to transfer its lease, including any attendant approval rights, to another retailer. The transfer to a new anchor could cause customer traffic in the property to decrease or to be composed of different types of customers, which could reduce the income generated by that property and adversely impact development or re-development prospects for such property. A transfer of a lease to a new anchor also could allow other tenants to make reduced rental payments or to terminate their leases at the property, which could adversely affect our results of operations.

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Additionally, department store or major tenant closures might result in decreased customer traffic, which could lead to decreased sales at our properties and adversely impact our ability to successfully execute our leasing strategy and objectives. If the sales of stores operating in our properties decline significantly due to the closing of anchor stores or other national retailers, adverse economic conditions, or other reasons, tenants might be unable to pay their minimum rents or expense recovery charges, which would likely negatively impact our financial results. In the event of any default by a tenant, whether a department store, national or regional retailer or otherwise, we might not be able to fully recover, and/or experience delays and costs in enforcing our rights as landlord to recover, amounts due to us under the terms of our agreements with such parties.
We face risks associated with the acquisition, development, re-development and expansion of properties, including risks of higher than projected costs, inability to obtain financing, inability to obtain required consents or approvals and inability to attract tenants at anticipated rates.
In the event we seek to acquire and develop new properties and expand and redevelop existing properties, we might not be successful in identifying or pursuing acquisition, development or re-development/expansion opportunities. Additionally, newly acquired properties, developed, re-developed or expanded properties might not perform as well as expected. Other related risks we face include, without limitation, the following:
Construction and other development costs of a project could be higher than projected, potentially making the project unfeasible or unprofitable;
We might not be able to obtain financing or to refinance loans on favorable terms, if at all;
We might be unable to obtain zoning, occupancy or other governmental approvals, or the approvals obtained may not be adequate;
Occupancy rates and rents might not meet our projections and as a result the project could be unprofitable; and
In some cases, we might need the consent of third parties, such as anchor tenants, mortgage lenders and joint venture partners to conduct acquisition, development, re-development or expansion activities, and those consents may be withheld, take an unexpected amount of time to be obtained, or be subject to the satisfaction of certain conditions.
If a project is unsuccessful, either because it is not meeting our expectations when operational or was not completed according to the project planning, we could lose our investment in the project or have to incur an impairment charge relating to the asset or development which could then adversely impact our financial results. Furthermore, if we guarantee the property's financing, our loss could exceed our investment in the project.
Our assets may be subject to impairment charges that may materially affect our financial results.
We evaluate our real estate assets and other assets for impairment indicators whenever events or changes in circumstances indicate that recoverability of our investment in the asset is not reasonably assured. Furthermore, this evaluation is conducted no less frequently than quarterly, irrespective of changes in circumstances. Our determination of whether a particular held-for-use asset is impaired is based upon the undiscounted projected cash flows used for the impairment analysis and our determination of the asset's estimated fair value, that in turn are based upon our plans for the respective asset and our views of market and economic conditions. With respect to assets held-for-sale, our determination of whether such an asset is impaired is based upon market and economic conditions. If we determine that an impairment has occurred, then we would be required under Generally Accepted Accounting Principles in the United States ("GAAP") to make an adjustment to the net carrying value of the asset, which could have a material adverse effect on our results of operations in the accounting period in which the adjustment is made. Furthermore, changes in estimated future cash flows due to a change in our plans, policies, or views of market and economic conditions could result in the recognition of additional impairment losses for already impaired assets, which, under the applicable accounting guidance, could be substantial. See the "Impairment" section within Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations for a discussion of recent impairments.
Our ability to change the composition of our real estate portfolio is limited because real estate investments are relatively illiquid.
Our properties represent a substantial portion of our total consolidated assets, and these investments are relatively illiquid. As a result, our ability to sell one or more of our properties or investments in real estate in response to any changes in economic or other conditions is limited. If we want to sell a property, we cannot be certain that we will be able to dispose of it in the desired time period or that the sale price of a property will exceed the cost of our investment in that property, which may then have an adverse impact on our financial results.

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Clauses in leases with certain tenants of our development or redevelopment properties frequently include inducements, such as reduced rent and tenant allowance payments, which can reduce our rents and Funds From Operations ("FFO"). As a result, these development or redevelopment properties are more likely to achieve lower returns during their stabilization periods than our previous development or redevelopment properties.
The leases for a number of the tenants that have opened stores at properties we have developed or redeveloped have reduced rent from co-tenancy clauses that allow those tenants to pay reduced rent until occupancy at the respective property reaches certain thresholds and/or certain named co-tenants open stores at the respective property. Additionally, some tenants may have rent abatement clauses that delay rent commencement for a prolonged period of time after initial occupancy. The effect of these clauses reduces our rents and FFO while they are applicable. We expect to continue to offer co-tenancy and rent abatement clauses in the future to attract tenants to our development and redevelopment properties. As a result, our current and future development and redevelopment properties are more likely to achieve lower returns during their stabilization periods than other projects of this nature historically have, which may adversely impact our investment in such developments, as well as our financial condition and results of operations.
We face a wide range of competition that could affect our ability to operate profitably.
Our properties compete with other retail properties and other forms of retail, such as catalogs and e-commerce websites. Competition could also come from open air properties, outlet centers, lifestyle centers, and enclosed retail properties, and both existing and future development projects. The presence of competitive alternatives might adversely impact the success of our existing properties, our ability to lease space and the rental rates we can obtain. We also compete with other retail property developers to acquire prime development sites. Additionally, we compete with other retail property companies for tenants and qualified management. If we are unable to successfully compete, our business, results of operations and financial condition could be materially adversely affected.
The increase in and prevalence of digital and mobile technology usage has increased the speed of the transition of a percentage of market share from shopping at physical locations to web-based purchases. If we are unsuccessful in adapting our business to changing consumer spending habits, our results of operations and financial condition could be materially adversely affected.
If we lose our key management personnel, we might not be able to successfully manage our business and achieve our objectives.
Our management team has substantial experience in owning, operating, acquiring, and developing enclosed shopping centers and other open-air properties. A large part of our success depends on the leadership and performance of our executive management team and we cannot guarantee that they will remain with us. If we unexpectedly lose the services of these individuals, we might not be able to successfully manage our business or achieve our business objectives. Additionally, we continue to actively recruit management and other professional talent within the real estate and retail industries necessary to manage our properties to optimal performance. If we are not able to successfully recruit such personnel or cannot do so readily, this may adversely impact our ability to manage our business, achieve our financial goals, or meet our strategic and operational objectives.
We have limited control with respect to some properties that are partially owned or managed by third parties, which could adversely affect our ability to sell or refinance or otherwise take actions concerning these properties that would be in the best interests of WPG Inc.'s shareholders.
We may continue to co-invest with third parties through partnerships, joint ventures, or other entities, including without limitation by acquiring controlling or non-controlling interests in, or sharing responsibility for, managing the affairs of a property, partnership, joint venture or other entity. At December 31, 2017, we do not have sole decision-making authority regarding 13 unconsolidated properties that we currently hold through joint ventures with third parties.
Additionally, we might not be in a position to exercise sole decision-making authority regarding any future properties that we hold in a partnership or joint venture. Investments in partnerships, joint ventures or other entities could, under certain circumstances, involve risks that would not be present were a third party not involved, including the possibility that partners or co-venturers might become bankrupt, suffer a deterioration in their financial condition, or fail to fund their share of required capital contributions. Partners or co-venturers could have economic or other business interests or goals that are inconsistent with our own business interests or goals, and could be in a position to take actions contrary to our policies or objectives.
Such investments also have the potential risk of creating impasses on decisions, such as a sale or financing, because neither we nor our partner or co-venturer would have full control over the partnership or joint venture. Disputes between us and partners or co-venturers might result in litigation or arbitration that could increase our expenses and prevent our officers and/or directors from focusing their time and efforts on our business. Consequently, actions by, or disputes with, partners or co-venturers might result in subjecting properties owned by the partnership or joint venture to additional risk. Additionally, we risk the possibility of being liable for the actions of our third-party partners or co-venturers.

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Our revenues are dependent on the level of revenues realized by our tenants, and a decline in their revenues could materially adversely affect our business, results of operations and financial condition.
We are subject to various risks that affect the retail environment generally, including levels of consumer spending, seasonality, changes in economic conditions, unemployment rates, an increase in the use of the Internet by retailers and consumers, and natural disasters. Additionally, levels of consumer spending could be adversely affected by, for example, increases in consumer savings rates, increases in tax rates, reduced levels of income growth, interest rate increases, and other declines in consumer net worth and a strengthening of the U.S. dollar as compared to non-U.S. currencies.
As a result of these and other economic and market-based factors, our tenants might be unable to pay their existing minimum rents or expense recovery charges due. Because substantially all of our income is derived from rentals of commercial real property, our income and cash flow would be adversely affected if a significant number of tenants are unable to meet their obligations or their revenues decline, especially if they were tenants with a significant number of locations within our portfolio. Additionally, a decrease in retail demand could make it difficult for us to renew or re-lease our properties at lease rates equal to or above historical rates.
Store closures and/or bankruptcy filings by tenants could occur during the course of our operations. We continually seek to re-lease vacant spaces resulting from tenant terminations. Large scale store closings or the bankruptcy of a tenant, particularly an anchor tenant, might make it more difficult to lease the remainder of a particular property or properties. Furthermore, certain of our tenants, including anchor tenants, hold the right under their lease(s) to terminate their lease(s) or reduce their rental rate if certain occupancy conditions are not met, if certain anchor tenants close, if certain sales levels (sales kick-out provisions) or profit margins are not achieved, or if an exclusive use provision is violated, which all could be triggered in the event of one or more tenant bankruptcies. Future tenant bankruptcies, especially by anchor tenants, could adversely affect our properties or impact our ability to successfully execute our re-leasing strategy as well as adversely impact our ability to achieve our operational and strategic objectives.
Economic and market conditions could negatively impact our business, results of operations and financial condition.
The market in which we operate is affected by a number of factors that are largely beyond our control but could nevertheless have a significant negative impact on us. These factors include, but are not limited to:
Fluctuations or frequent variances in interest rates and credit spreads;
The availability of credit, including the price, terms and conditions under which it can be obtained;
A decrease in consumer spending or sentiment, including as a result of increases in savings rates and tax increases, and any effect that this might have on retail activity;
The actual and perceived state of the real estate market, market for dividend-paying stocks and public capital markets in general; and
Unemployment rates, both nationwide and within the primary markets in which we operate.
In addition, increased inflation might have a pronounced negative impact on the interest expense we pay in connection with our outstanding indebtedness and our general and administrative expenses, as these costs could increase at a rate higher than our rents. Inflation might adversely affect tenant leases with stated rent increases, which could be lower than the increase in inflation at any given time. Inflation could also have an adverse effect on consumer spending which could impact our tenants' sales and, in turn, our own results of operations.
Conversely, deflation might result in a decline in general price levels, often caused by a decrease in the supply of money or credit. The predominant effects of deflation are high unemployment, credit contraction and weakened consumer demand. Restricted lending practices might impact our ability to obtain financing for our properties and might also negatively impact our tenants' ability to obtain credit. Decreases in consumer demand can have a direct impact on our tenants and the rents we receive.
A slow-growing economy hinders consumer spending, which could decrease the level of discretionary income available for shopping at our properties. Weak income growth could weigh down consumer spending, which could be further affected if the overall economy suffers a setback.
An increase in market interest rates could increase our interest costs on existing and future debt and could adversely affect WPG Inc.'s common share price.
An environment of rising interest rates could lead holders of our common shares to seek higher yields through other investments, which could adversely affect the market price of our common shares. One of the factors that may influence the price of our common shares in public markets is the annual distribution rate we pay as compared with the yields on alternative investments. Additionally, increases in market interest rates could result in increased borrowing costs for us, which may adversely affect our cash flow and the amounts available for distributions to our shareholders.

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We have significant indebtedness, which could adversely affect our business, including decreasing our business flexibility and increasing our interest expense.
The consolidated indebtedness of our business as of December 31, 2017 was approximately $2.9 billion. We have and will continue to incur various costs and expenses associated with our transactions and executing our operational and fiscal strategy. Any future increased levels of indebtedness could also reduce access to capital and increase borrowing costs generally, thereby reducing funds available for working capital, capital expenditures, tenant improvements, acquisitions and other general corporate purposes and may create competitive disadvantages for us relative to other companies with lower debt levels. If we do not achieve our operational and growth goals or if the financial performance of the Company does not meet current expectations, then our ability to service our indebtedness may be adversely impacted. Lastly, if interest rates increase, the cost of capital and expenses of debt service requirements relating to our variable rate debt, which constitutes 10.4% of our consolidated indebtedness as of December 31, 2017, would increase which could adversely affect our cash flows.
We may not be able to generate sufficient cash to service and repay all of our debt and may be forced to take other actions to satisfy our obligations under our debt, which may not be successful.
Our ability to make scheduled payments on, or to refinance, our debt will depend on our financial condition, liquidity and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us both to fund our business purposes and to pay the principal of, or premium, if any, and interest on our debt.
If our cash flows and capital resources are insufficient to service and repay our debt and fund other cash requirements, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to sell assets or operations, seek additional capital or restructure or refinance our debt. We may not be able to effect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, such alternative actions may not allow us to meet all of our debt obligations. Our unsecured revolving credit facility (the "Revolver") and senior unsecured term loan (the "Term Loan" and collectively with the Revolver, the "Facility") were amended and restated on January 22, 2018 and restrict (i) our ability to dispose of assets and (ii) our ability to incur debt. We may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt obligations then due.
In addition, we conduct our operations through our subsidiaries. Our subsidiaries may not be able to, or may not be permitted to, make cash available to us to enable us to make payments in respect of our debt. Each subsidiary is a distinct legal entity and, under certain circumstances, legal and contractual prohibitions or other restrictions may limit our ability to obtain cash from our subsidiaries. In the event that our subsidiaries do not make sufficient cash available to us, we may be unable to make required principal, premium, if any, and interest payments on our debt.
Our inability to obtain sufficient cash flows from our subsidiaries, whether as a result of their performance or otherwise, to satisfy our debt, or to refinance our indebtedness on commercially reasonable terms or at all, would materially and adversely affect our financial position, condition, liquidity and results of operations.
If we fail to make required payments in respect of our debt, (i) we will be in default thereunder and, as a result, the related debt holders and lenders, and potentially other debt holders and lenders, could declare all outstanding principal and interest to be due and payable, (ii) the lenders under the Revolver could terminate their commitments to loan money to us, (iii) our secured lenders could foreclose against the assets securing the related debt, (iv) could result in cross defaults on other financing obligations or defaults in other transactional arrangements we have; and (v) we could be forced into bankruptcy or liquidation.
Despite current and anticipated debt levels, we may still be able to incur substantially more debt.
We may be able to incur substantial additional debt in the future. Although the Facility and the WPG L.P. notes restrict the incurrence of additional debt, these restrictions are subject to a number of qualifications and exceptions and the additional debt incurred in compliance with these restrictions could be substantial. If new debt is added to our current debt levels, the related risks that we now face would increase.
We depend on external financings for our growth and ongoing debt service requirements.
We depend on external financings, principally debt financings, to fund our acquisitions, development and other capital expenditures and to ensure that we can meet our debt service requirements. Our long-term ability to grow through acquisitions or development, which is an important component of our strategy, will be limited if we cannot obtain additional debt financing. Our access to financings depends on our credit ratings, the willingness of banks to lend to us and conditions in the capital markets. Market conditions might make it difficult to obtain debt financing, and we cannot be certain that we will be able to obtain additional debt financing or that we will be able to obtain such financing on acceptable terms.

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The agreements that govern our indebtedness contain various covenants that impose restrictions on us and certain of our subsidiaries that might affect our or their ability to operate.
We have a variety of debt, including the unsecured Facility, the unsecured WPG L.P. notes, and secured property-level debt. The agreements that govern such indebtedness contain various affirmative and negative covenants that could, subject to certain significant exceptions, restrict our ability and certain of our subsidiaries to, among other things, have liens on property, incur additional indebtedness, make loans, advances or other investments, make non-ordinary course asset sales, and/or merge or consolidate with any other entity or sell or convey certain assets to any one person or entity. Additionally, some of the agreements that govern the debt financing contain financial covenants that require us to maintain certain financial ratios. Our ability and the ability of our subsidiaries to comply with these provisions might be affected by events beyond our control. Failure to comply with these covenants could result in an event of default, which, if not cured or waived, could accelerate our repayment obligations.
If we cannot obtain additional capital, our growth might be limited.
In order to qualify and maintain our qualification as a REIT each year, we are required to distribute at least 90% of our REIT taxable income, excluding net capital gains, to our shareholders. As a result, our retained earnings available to fund acquisitions, development, or other capital expenditures are nominal, and we rely upon the availability of additional debt or equity capital to fund these activities. Our long-term ability to grow through acquisitions, development, or strategic partnerships which is an important component of our strategy, will be limited if we cannot obtain additional debt financing or equity capital. Market conditions might make it difficult to obtain debt financing or raise equity capital, and we cannot be certain that we will be able to obtain additional debt or equity financing or that we will be able to obtain such capital on favorable terms.
Adverse changes in any credit rating might affect our borrowing capacity and borrowing terms.
Our outstanding debt is periodically rated by nationally recognized credit rating agencies. Our credit ratings impact the cost and availability of future borrowings and, accordingly, our cost of capital. Our ratings reflect each rating organization's opinion of our financial strength, operating performance and ability to meet debt obligations. We currently have investment grade credit ratings. Although we currently hold this rating, we have in the past been subject to downgrades. There can be no assurance that we will achieve a particular rating or maintain a particular rating in the future. Furthermore, the interest rate under the Facility is variable and could increase in the event our credit rating is downgraded, resulting in higher borrowing costs. An increase in our cost of capital could adversely impact our ability to fund key activities related to achieving our business objectives.
We may enter into hedging interest rate protection arrangements that might not effectively limit our interest rate risk.
We may seek to selectively manage any exposure that we might have to interest rate risk through interest rate protection agreements geared toward effectively fixing or capping a portion of our variable-rate debt. Additionally, we may refinance fixed-rate debt at times when we believe rates and terms are appropriate. Any such efforts to manage these exposures might not be successful.
Our potential use of interest rate hedging arrangements to manage risk associated with interest rate volatility might expose us to additional risks, including the risk that a counterparty to a hedging arrangement fails to honor its obligations. Developing an effective interest rate risk strategy is complex and no strategy can completely insulate us from risks associated with interest rate fluctuations. There can be no assurance that hedging activities will have the desired beneficial impact on our results of operations or financial condition. Termination of these hedging agreements typically involves costs, such as transaction fees or breakage costs.
As owners of real estate, we might face liabilities or other significant costs related to environmental issues.
Federal, state and local laws and regulations relating to the protection of the environment might require us, as a current or previous owner or operator of real property, to investigate and clean up hazardous or toxic substances or petroleum product releases at a property or at impacted neighboring properties. These laws and regulations might require us to abate or remove asbestos containing materials in the event of damage, demolition or renovation, reconstruction or expansion of a property and also govern emissions of and exposure to asbestos fibers in the air. These laws and regulations also govern the installation, maintenance and removal of underground storage tanks used to store waste oils or other petroleum products. Many of our properties contain, or at one time contained, asbestos containing materials or underground storage tanks (primarily related to auto service center establishments or emergency electrical generation equipment). The costs of investigation, removal or remediation of hazardous or toxic substances could be substantial and could adversely affect our results of operations or financial condition. The presence of contamination, or the failure to remediate contamination, might also adversely affect our ability to sell, lease or redevelop a property or to borrow using a property as collateral.

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In addition, under various federal, state or local laws, ordinances and regulations, a current or previous owner or operator of real estate might be held liable to third parties for bodily injury or property damage incurred by the parties in connection with the contamination. These laws often impose liability without regard to whether the owner or operator knew of, or otherwise caused, the release of the hazardous or toxic substances. The presence of contamination at any of our properties, or the failure to remediate contamination discovered at such properties, could result in significant costs to us and/or materially adversely affect our ability to sell or lease such properties or to borrow using such properties as collateral.
For example, federal, state and local laws require abatement or removal of asbestos-containing materials in the event of demolition or certain renovations or remodeling, the cost of which might be substantial for certain re-developments. These regulations also govern emissions of, and exposure to, asbestos fibers in the air, which might necessitate implementation of site-specific maintenance practices. Certain laws also impose liability for the release of asbestos-containing materials into the air, and third parties might seek recovery from owners or operators of real property for personal injury or property damage associated with asbestos-containing materials. Asbestos-containing building materials are present at some of our properties and might be present at others. To minimize the risk of on-site asbestos being improperly disturbed, we have developed and implemented asbestos operations and maintenance programs to manage asbestos-containing materials and suspected asbestos-containing materials in accordance with applicable legal requirements, however we cannot be certain that our programs eliminate all risk of asbestos being improperly disturbed. Any liability, and the associated costs thereof, we might face for environmental matters could adversely impact our ability to operate our business and our financial condition.
Lastly, in connection with certain mortgages on our properties, our affiliate, Washington Prime Property, L.P., singly, or together with WPG L.P. and certain other affiliates, have executed environmental indemnification agreements to indemnify the respective lenders for those loans against losses or costs to remediate damage to the mortgaged property caused by the presence or release of hazardous materials.
We are subject to various regulatory requirements, and any changes in such requirements could have a material adverse effect on our business, results of operations and financial condition.
The laws, regulations and policies governing our business, or the regulatory or enforcement environment at the national level or in any of the states in which we operate, might change at any time and could have a material adverse effect on our business. For example, the Patient Protection and Affordable Care Act of 2010, as it is phased-in over time, might significantly impact our cost of providing employees with health care insurance. Similarly, its repeal could result in unanticipated administrative costs, disruptions and business inefficiencies that could adversely impact our business and fiscal results. We are unable to predict how this, or any other future legislative or regulatory proposals or programs, will be administered or implemented, or whether any additional or similar changes to statutes or regulations, including the interpretation or implementation thereof, will occur in the future. Additionally, changes in tax laws might have a significant impact on our operating results. For more information regarding the impact of changing tax laws on our operating results, please refer to the risk factors section titled "Risks Related to Our Status as a REIT."
Also, we may be required to expend significant sums of money to comply with the Americans with Disabilities Act of 1990, as amended (“ADA”), and other federal, state, and local laws in order for our properties and facilities to meet requirements related to access and use by physically challenged persons. Additionally, unanticipated costs and expenses may be incurred in connection with defending lawsuits relating to ADA compliance not covered by our liability insurance.
Our inability to remain in compliance with regulatory requirements could have a material adverse effect on our operations and on our reputation generally. We are unable to give any assurances that applicable laws or regulations will not be amended or construed differently, or that new laws and regulations will not be adopted, either of which could have a material adverse effect on our business, financial condition or results of operations.
Some of our potential losses might not be covered by insurance.
We maintain insurance coverage with financially-sound insurers for property, third-party liability, terrorism, workers compensation, and rental loss insurance on all of our properties. However, certain catastrophic perils are subject to large deductibles that may cause an adverse impact on our operating results. Additionally, there are some types of losses, including lease and other contract claims, that generally are not insured. If an uninsured loss or a loss in excess of insured limits occurs, or a loss for which there is a large deductible occurs, we could lose all or a portion of the capital we have invested in a property, as well as the anticipated future revenue it could generate.
We currently maintain insurance coverage for acts of terrorism by foreign or domestic agents. The United States government provides reinsurance coverage to insurance companies following a declared terrorism event under the Terrorism Risk Insurance Program Reauthorization Act, which extended the effectiveness of the Terrorism Risk Insurance Extension Act (which we refer to as the "TRIA") of 2005. The TRIA is designed to reinsure the insurance industry from declared terrorism events that cause or create in excess of $100 million in damages or losses. The U.S. government could terminate its reinsurance of terrorism, thus increasing the risk of uninsured losses for such acts. Our tenants are likely subject to similar risks.

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We face possible risks associated with climate change.
We cannot determine with certainty whether global warming or cooling is occurring and, if so, at what rate. To the extent climate change causes changes in weather patterns, our properties in certain markets and regions could experience increases in storm intensity and rising sea-levels. Over time, these conditions could result in volatile or decreased demand for retail space at certain of our properties or, in extreme cases, our inability to operate the properties at all. Climate change may also have indirect effects on our business by increasing the cost of (or making unavailable) insurance on favorable terms and increasing the cost of energy and snow removal at our properties. Moreover, compliance with new laws or regulations related to climate change, including compliance with "green" building codes, may require us to make improvements to our existing properties or increase taxes and fees assessed on us or our properties. At this time, there can be no assurance that climate change will not have a material adverse effect on us.
Some of our properties are subject to potential natural or other disasters.
A number of our properties are located in Florida, California, Texas, and Hawaii or in other areas with a higher risk of natural disasters such as earthquakes, tornadoes, hurricanes, or tsunamis. The occurrence of natural disasters can adversely impact operations, redevelopment, or development at our centers and projects, increase investment costs to repair or replace damaged properties, increase future property insurance costs, and negatively impact the tenant demand for lease space. Additionally, some of our properties are located in coastal regions, and would therefore be affected by any future increases in sea levels. If insurance is unavailable to us or is unavailable on acceptable terms, or our insurance is not adequate to cover losses from these events, our financial condition and results of operations could be adversely affected.
Our due diligence review of acquisition opportunities or other transactions might not identify all pertinent risks, which could materially affect our business, financial condition, liquidity and results of operations.
Although we intend to conduct due diligence with respect to each acquisition opportunity or other transaction that we pursue, it is possible that our due diligence processes will not or did not uncover all relevant facts, particularly with respect to any assets we acquire from unaffiliated third parties. In some cases, we might be given limited access to information about the investment and will rely on information provided by the target of the investment. Additionally, if opportunities are scarce, the process for selecting bidders is competitive, or the time frame in which we are required to complete diligence is short, our ability to conduct a due diligence investigation might be limited, and we would be required to make investment decisions based upon a less thorough diligence process than would otherwise be the case. Accordingly, investments and other transactions that initially appear to be viable may prove to not be so over time, due to the limitations of the due diligence process or other factors.
Management and administrative services provided by unaffiliated persons or entities to one or more of the WPG Legacy Properties between May 28, 2014 and March 31, 2016 (the “Service Period”) may have been provided in such a manner that requires personnel of WPG (or any affiliate) to address issues, problems, or disputes that arose during the Service Period and were not addressed resulting in our expenditure of time, capital and resources to address such matters to a degree that could materially affect our business, financial condition, liquidity or results of operations.
We depended on unaffiliated persons or entities to provide certain services in connection with their operation and management of the WPG Legacy Properties during the Service Period. These services included, but were not limited to, promoting the respective property through advertisements, leasing the WPG Legacy Properties, billing tenants for rent and all other charges, paying the salaries of persons responsible for management of the WPG Legacy Properties, making such infrastructure repairs as approved in the fiscal budget for the WPG Legacy Properties, maintenance and payment of any taxes or fees.
In the event there were isolated or perhaps even systemic instances of the aforementioned services being provided in a manner inconsistent with WPG’s current business practices, philosophy or standards due to the inattention, underperformance, mismanagement, or deficit service, WPG personnel would, upon assuming management and operational control of the WPG Legacy Properties, which we did by March 31, 2016, have to address one or more issues, problems, or disputes that arose during the Service Period and were not addressed resulting in our expenditure of time, capital and resources to resolve such matters to a degree that could materially affect our business, financial condition, liquidity and results of operations as well as the optimal operation of one or more of the WPG Legacy Properties.
We cannot assure you that we will be able to continue paying distributions at the current rate.
We have maintained a policy to pay a quarterly cash distribution at an annualized rate of $1.00 per common share/unit and intend to pay the same distribution going forward. However, holders of our common shares/units may not receive the same quarterly distributions for various reasons, including the following:
We may not have enough cash to pay such distributions due to changes in our cash requirements, indebtedness, capital spending plans, cash flows or financial position;

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Decisions on whether, when and in what amounts to make any future distributions will remain at all times entirely at the discretion of WPG Inc.'s Board of Directors, which reserves the right to change dividend practices at any time and for any reason;
We may desire to retain cash to maintain or improve our credit ratings or to address costs related to implementing our growth strategy or executing on our operational strategy; and
The ability of our subsidiaries to make distributions to us may be subject to restrictions imposed by law, regulation or the terms of any current or future indebtedness that these subsidiaries may incur.
Our shareholders/unitholders have no contractual or other legal right to distributions that have not been declared.
Risks associated with the implementation of new information systems or upgrades to existing systems may interfere with our operations or ability to maintain adequate records.
We are continuing to implement new information systems and upgrades to existing systems as part of our growing business and problems with the design as well as the security or implementation of these new or upgraded systems could interfere with our operations or ability to maintain adequate and secure records.
The occurrence of cyber incidents, a deficiency in our cyber security, or a data breach could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information, and/or damage to our business relationships, all of which could negatively impact our financial results.
A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity, or availability of our information resources. More specifically, a cyber-incident is an intentional attack or an unintentional event that can include gaining unauthorized access to systems to disrupt operations, corrupting data, or stealing confidential information. We rely upon information technology networks and systems, some of which are managed by third-parties, to process, transmit, and store electronic information, some of which may be confidential and/or proprietary, and to manage or support a variety of business processes and activities. As our reliance on technology has increased, so have the risks posed to our systems, both internal and those we have outsourced. Primary risks that could directly result from the occurrence of a cyber-incident include, but are not limited to, operational interruption, damage to our relationship with our tenants and other business partners, and private data exposure (including personally identifiable information, or proprietary and confidential information, of ours and our employees, as well as third parties). Any such incidents could result in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of personal information, and reduce the benefits of our advanced technologies. We carry cyber liability insurance; however a loss could exceed the limits of the policy. We have implemented processes, procedures and controls to help mitigate these risks, but these measures, our increased awareness of a risk of a cyber-incident, and our insurance coverage, do not guarantee that our financial results will not be negatively impacted by such an incident.
Failure to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and WPG Inc.'s share price.
As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the Dodd-Frank Act and are required to prepare our financial statements according to the rules and regulations required by the Securities and Exchange Commission (the "SEC"). Additionally, the Exchange Act requires that we file annual, quarterly and current reports. Our failure to prepare and disclose this information in a timely manner or to otherwise comply with applicable law could subject us to penalties under federal securities laws, expose us to lawsuits and restrict our ability to access financing.
In addition, the Sarbanes-Oxley Act requires that we, among other things, establish and maintain effective internal controls and procedures for financial reporting and disclosure purposes. Internal control over financial reporting is complex and may be revised over time to adapt to changes in our business, or changes in applicable accounting rules. We cannot assure you that our internal control over financial reporting will be effective in the future or that a material weakness will not be discovered with respect to a prior period for which we had previously believed that internal controls were effective. If we are not able to maintain or document effective internal control over financial reporting, our independent registered public accounting firm will not be able to certify as to the effectiveness of our internal control over financial reporting in future reports, when such certifications will be required.
Matters impacting our internal controls may cause us to be unable to report our financial information on a timely basis, or may cause our company to restate previously issued financial information, and thereby subject us to adverse regulatory consequences, including sanctions or investigations by the SEC, or violations of applicable stock exchange listing rules. There could also be a negative reaction in the financial markets due to a loss of investor confidence in our company and the reliability of our financial statements. Confidence in the reliability of our financial statements is also likely to suffer if we or our independent registered public accounting firm report a material weakness in our internal control over financial reporting or if the firm resigns in light of such a weakness. This could materially adversely affect our company by, for example, leading to a decline in WPG Inc.'s share price and impairing our ability to raise additional capital.

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Risks Related to the Separation from SPG
Potential indemnification liabilities to SPG pursuant to the Separation Agreement could materially adversely affect our operations.
The Separation Agreement with SPG provides for, among other things, the principal corporate transactions required to effect the separation, certain conditions to the separation and distribution and provisions governing our relationship with SPG with respect to and following the separation and distribution. Among other things, the Separation Agreement provides for indemnification obligations designed to make us financially responsible for substantially all liabilities that may exist relating to our business activities, whether incurred prior to or after the separation and distribution, as well as those obligations of SPG that we will assume pursuant to the Separation Agreement. If we are required to indemnify SPG under the circumstances set forth in this agreement, we may be subject to substantial liabilities.
In connection with our separation from SPG, SPG will indemnify us for certain pre-distribution liabilities and liabilities related to SPG assets. However, there can be no assurance that these indemnities will be sufficient to insure us against the full amount of such liabilities, or that SPG's ability to satisfy its indemnification obligation will not be impaired in the future.
Pursuant to the Separation Agreement, SPG has agreed to indemnify us for certain liabilities. However, third parties could seek to hold us responsible for any of the liabilities that SPG agrees to retain, and there can be no assurance that SPG will be able to fully satisfy its indemnification obligations. Moreover, even if we ultimately succeed in recovering from SPG any amounts for which we are held liable, such indemnification may be insufficient to fully offset the financial impact of such liabilities and/or we may be temporarily required to bear these losses while seeking recovery from SPG.
We have a limited history operating as an independent company, and our historical financial information is not necessarily representative of the results that we would have achieved as a separate, publicly traded company and may not be a reliable indicator of our future results.
The historical information about us in this Form 10-K prior to May 28, 2014 is derived from the historical accounting records of SPG and refers to our business as operated by and integrated with SPG. Some of our historical financial information included in this annual report is derived from the consolidated financial statements and accounting records of SPG. Accordingly, the historical and financial information does not necessarily reflect the financial condition, results of operations or cash flows that we would have achieved as a separate, publicly traded company during the periods presented or those that we will achieve in the future. Factors which could cause our results to differ from those reflected in such historical financial information and which may adversely impact our ability to receive similar results in the future include, but are not limited to, the following:
Prior to the separation, a portion of our current business had been operated by SPG as part of its broader corporate organization, rather than as an independent, stand-alone company. SPG or one of its affiliates performed various corporate functions for us, such as accounting, property management, information technology, legal, and finance. Following the separation, SPG provided some of these functions to us. Our historical financial results for periods prior to the separation from SPG reflect allocations of corporate expenses from SPG for such functions and are likely to be less than the expenses we would have incurred had we operated as a separate, publicly traded company. We have and will continue to make significant investments to replicate or outsource from other providers certain facilities, systems, infrastructure, and personnel to which we no longer have access after our separation from SPG. Developing our ability to operate without access to SPG's current operational and administrative infrastructure has been challenging;
During the time our business was integrated with the other businesses of SPG, we were able to use SPG's size and purchasing power in procuring various goods and services and shared economies of scope and scale in costs, employees, vendor relationships and customer relationships. For example, we were historically able to take advantage of SPG's purchasing power in technology and services, including information technology, marketing, insurance, treasury services, property support and the procurement of goods. We entered into certain transition and other separation-related agreements with SPG, however these agreements have either expired or been terminated and we may not continue to fully capture the benefits we enjoyed as a result of being integrated with SPG and might result in us paying higher charges than in the past for these services. As a separate, independent company, we may be unable to on a consistent, sustainable and long-term basis obtain goods and services at the prices and terms obtained prior to the separation, which could decrease our overall profitability. As a separate, independent company, we may also not be as successful on a consistent, sustainable and long-term basis in negotiating favorable tax treatments and credits with governmental entities. Likewise, it may be more difficult for us to attract and retain desired tenants on a consistent, sustainable and long-term basis. This could have an adverse effect on our business, results of operations and financial condition following the completion of the separation;

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Before the separation, generally our working capital requirements and capital for our general corporate purposes, including acquisitions, research and development, and capital expenditures, were historically satisfied as part of SPG's cash management policies. Since the separation, we have been and may continue to be required to obtain additional financing from banks, through public offerings or private placements of debt or equity securities, strategic relationships or other arrangements, which might not be on terms as favorable to those obtained by SPG, and the cost of capital for our business may be higher than SPG's cost of capital prior to the separation; and
As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the Dodd-Frank Act and are required to prepare our financial statements according to the rules and regulations promulgated by the SEC. Complying with these requirements could result in significant costs to us and require us to divert substantial resources, including management time, from other activities.
Other significant changes have occurred and may continue to occur in our cost structure, management, strategic transactions, financing and business operations as a result of operating as an independent company. For additional information about the past financial performance of our business and the basis of presentation of the historical combined financial statements of our business, please refer to "Selected Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical financial statements and accompanying notes included elsewhere in this Form 10-K.
Risks Related to WPG Inc.'s Status as a REIT
If WPG Inc. fails to remain qualified as a REIT, it will be subject to U.S. federal income tax as a regular corporation and could face substantial tax liability, which would substantially reduce funds available for distribution to its shareholders and result in other negative consequences.
If WPG Inc. were to fail to qualify as a REIT in any taxable year, it would be subject to U.S. federal income tax, including any applicable alternative minimum tax, on its taxable income at regular corporate rates, and distributions to its shareholders would not be deductible by WPG Inc. in computing its taxable income. Any such corporate tax liability could be substantial and would reduce the amount of cash available for distribution to WPG Inc.'s shareholders, which in turn could have an adverse effect on the value of, and trading prices for, WPG Inc.'s common shares. Unless WPG Inc. is deemed to be entitled to relief under certain provisions of the Code, it would also be disqualified from taxation as a REIT for the four taxable years following the year during which it initially ceased to qualify as a REIT.
Furthermore, the NYSE requires, as a condition to the listing of WPG Inc.'s common shares, that WPG Inc. maintain its REIT status. Consequently, if WPG Inc. fails to maintain its REIT status, its common shares could promptly be delisted from the NYSE, which would decrease the trading activity of such common shares, making the sale of such common shares difficult.
Dividends paid by REITs do not qualify for the reduced tax rates available for some dividends.
Dividends paid by certain non-REIT corporations to their shareholders that are individuals, trusts and estates are generally taxed at reduced tax rates. Dividends payable by REITs, however, generally are not eligible for the reduced rates. The more favorable rates applicable to regular corporate dividends could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments in the shares of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including WPG Inc.'s common shares.
Qualifying as a REIT involves highly technical and complex provisions of the Code.
Qualifying as a REIT involves the application of highly technical and complex provisions of the Code for which only limited judicial and administrative authorities exist. Even a technical or inadvertent violation could jeopardize WPG Inc.'s REIT qualification. WPG Inc.'s qualification as a REIT will depend on WPG Inc.'s satisfaction of certain asset, income, organizational, distribution, shareholder ownership and other requirements on a continuing basis. Compliance with these requirements must be carefully monitored on a continuing basis, and there can be no assurance that WPG Inc.'s personnel responsible for doing so will be able to successfully monitor WPG Inc.'s compliance, despite clauses in the property management agreements requiring such monitoring. Additionally, WPG Inc.'s ability to satisfy the requirements to qualify to be taxed as a REIT might depend, in part, on the actions of third parties over which we have either no control or only limited influence.
Monitoring REIT qualification for both WPG Inc. as well as the separate individual REITs within joint venture arrangements adds compliance complexity.
REIT compliance is required to be tested for WPG Inc. as well as any subsidiary REIT within our structure. Each REIT’s compliance is tested and determined separately. Therefore the subsidiary REITs have a lower materiality threshold. If one of the subsidiary REITs failed to be REIT compliant it may impact the REIT status of WPG Inc.

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Legislative, administrative, regulatory or other actions affecting REITs, including positions taken by the IRS, could have a negative effect on WPG Inc.
The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process, and by the IRS and the U.S. Department of the Treasury (the "Treasury"). On December 22, 2017, the Tax Cuts and Jobs Act was signed into law by the U.S. President. Although we are not aware of any provision in the final tax reform legislation or any pending tax legislation that would adversely affect our ability to operate as a REIT, changes to the tax laws or interpretations thereof by the IRS and the Treasury, with or without retroactive application, could materially and adversely affect WPG Inc.'s investors or WPG Inc. WPG Inc. cannot predict how changes in the tax laws might affect its investors or WPG Inc. New legislation, Treasury regulations, administrative interpretations or court decisions could significantly and negatively affect WPG Inc.'s ability to qualify to be taxed as a REIT and/or the U.S. federal income tax consequences to WPG Inc.'s investors and WPG Inc. of such qualification.
Legislative or regulatory action could adversely affect stockholders.
Future changes to tax laws may adversely affect the taxation of the REIT, its subsidiaries or its stockholders. These changes could have an adverse effect on an investment in our shares or on the market value or the resale potential of our assets. These potential changes could generally result in REITs having fewer tax advantages, and may lead REITs to determine that it would be more advantageous to elect to be taxed, for federal income tax purposes, as a corporation.
Not all states automatically conform to changes in the Internal Revenue Code. Some states use the legislative process to decide whether it is in their best interests to conform or not to various provisions of the Code. This could increase the complexity of our compliance efforts, increase compliance costs, and may subject us to additional taxes and audit risk.
WPG Inc.'s REIT distribution requirements could adversely affect our liquidity and our ability to execute our business plan.
In order for WPG Inc. to qualify to be taxed as a REIT, and assuming that certain other requirements are also satisfied, it generally must distribute at least 90% of its REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains, to its shareholders each year, so that U.S. federal corporate income tax does not apply to earnings that it distributes. To the extent that WPG Inc. satisfies this distribution requirement and qualifies for taxation as a REIT, but distributes less than 100% of its REIT taxable income, determined without regard to the dividends paid deduction and including any net capital gains, it will be subject to U.S. federal corporate income tax on its undistributed net taxable income. Additionally, WPG Inc. will be subject to a 4% nondeductible excise tax if the actual amount that it distributes to its shareholders in a calendar year is less than a minimum amount specified under U.S. federal income tax laws. WPG Inc. intends to make distributions to its shareholders to comply with the REIT requirements of the Code.
From time to time, WPG Inc. might generate taxable income greater than its cash flow as a result of differences in timing between the recognition of taxable income and the actual receipt of cash or the effect of nondeductible capital expenditures, the creation of reserves, or required debt or amortization payments. If we do not have other funds available in these situations, we could be required to borrow funds on unfavorable terms, sell assets at disadvantageous prices, distribute amounts that would otherwise be invested in future acquisitions, capital expenditures or repayment of debt, or make taxable distributions of WPG Inc.'s capital stock or debt securities to make distributions sufficient to enable WPG Inc. to pay out enough of its taxable income to satisfy the REIT distribution requirement and avoid corporate income tax and the 4% excise tax in a particular year. These alternatives could increase our costs or reduce our equity. Further, amounts distributed will not be available to fund investment activities. Thus, compliance with WPG Inc.'s REIT requirements may hinder our ability to grow, which could adversely affect the value of WPG Inc.'s shares. Any restrictions on our ability to incur additional indebtedness or make certain distributions could preclude WPG Inc. from meeting the 90% distribution requirement. Decreases in funds from operations due to unfinanced expenditures for acquisitions of properties or increases in the number of shares outstanding without commensurate increases in funds from operations each would adversely affect WPG Inc.'s ability to maintain distributions to its shareholders. Consequently, there can be no assurance that WPG Inc. will be able to make distributions at the anticipated distribution rate or any other rate.
Even if WPG Inc. remains qualified as a REIT, it could face other tax liabilities that reduce its cash flows.
Even if WPG Inc. remains qualified for taxation as a REIT, it could be subject to certain U.S. federal, state and local taxes on its income and assets, including taxes on any undistributed income and state or local income, property and transfer taxes. For example, in order to meet the REIT qualification requirements, WPG Inc. may hold some of its assets or conduct certain of its activities through one or more taxable REIT subsidiaries ("TRSs") or other subsidiary corporations that will be subject to federal, state and local corporate-level income taxes as regular C corporations. Additionally, WPG Inc. might incur a 100% excise tax on transactions with a TRS if they are not conducted on an arm's-length basis. Any of these taxes would decrease cash available for distribution to WPG Inc.'s shareholders.

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Complying with WPG Inc.'s REIT requirements might cause us to forego otherwise attractive acquisition opportunities or liquidate otherwise attractive investments.
To qualify to be taxed as a REIT for U.S. federal income tax purposes, WPG Inc. must ensure that, at the end of each calendar quarter, at least 75% of the value of its assets consist of cash, cash items, government securities and "real estate assets" (as defined in the Code), including certain mortgage loans and securities. The remainder of WPG Inc.'s investments (other than government securities, qualified real estate assets and securities issued by a TRS) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer.
Additionally, in general, no more than 5% of the value of WPG Inc.'s total assets (other than government securities, qualified real estate assets and securities issued by a TRS) can consist of the securities of any one issuer, and no more than 25% (20% as of January 1, 2018) of the value of our total assets can be represented by securities of one or more TRSs. If WPG Inc. fails to comply with these requirements at the end of any calendar quarter, it must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing its REIT qualification and suffering adverse tax consequences. As a result, we might be required to liquidate or forego otherwise attractive investments. These actions could have the effect of reducing WPG Inc.'s income and amounts available for distribution to its shareholders.
In addition to the asset tests set forth above, to qualify to be taxed as a REIT, WPG Inc. must continually satisfy tests concerning, among other things, the sources of its income, the amounts it distributes to its shareholders and the ownership of its shares. We might be unable to pursue investments that would be otherwise advantageous to us in order to satisfy the source-of-income or asset-diversification requirements of WPG Inc. for qualifying as a REIT. Thus, compliance with WPG Inc.'s REIT requirements may hinder our ability to make certain attractive investments.
Complying with WPG Inc.'s REIT requirements might limit our ability to hedge effectively and may cause WPG Inc. to incur tax liabilities.
The REIT provisions of the Code to which WPG Inc. must adhere substantially limit our ability to hedge our assets and liabilities. Income from certain potential hedging transactions that we may enter into to manage risk of interest rate changes with respect to borrowings made or to be made to acquire or carry real estate assets or from transactions to manage risk of currency fluctuations with respect to any item of income or gain that satisfy WPG Inc.'s REIT gross income tests (including gain from the termination of such a transaction) does not constitute "gross income" for purposes of the 75% or 95% gross income tests that apply to REITs, provided that certain identification requirements are met. To the extent that we enter into other types of hedging transactions or fail to properly identify such transaction as a hedge, the income is likely to be treated as non-qualifying income for purposes of both of WPG Inc.'s gross income tests.
As a result of these rules, we might be required to limit our use of advantageous hedging techniques or implement those hedges through a total return swap. This could increase the cost of our hedging activities because the total return swap may be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear. Additionally, losses in the total return swap will generally not provide any tax benefit, except that such losses could theoretically be carried back or forward against WPG Inc.'s past or future taxable income in the total return swap.
The share ownership limit imposed by the Code for REITs, and WPG Inc.'s amended and restated articles of incorporation, may inhibit market activity in WPG Inc.'s shares and restrict our business combination opportunities.
In order for WPG Inc. to maintain its qualification as a REIT under the Code, not more than 50% in value of its outstanding shares may be owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include certain entities) at any time during the last half of each taxable year after its first taxable year. WPG Inc.'s amended and restated articles of incorporation, with certain exceptions, authorize its Board of Directors to take the actions that are necessary and desirable to preserve its qualification as a REIT. Unless exempted by WPG Inc.'s Board of Directors, no person may own more than 8%, or 18% in the case of certain family members and other related persons of Mr. David Simon, the current Chairman and CEO of SPG and former member of our Board of Directors, of any class of WPG Inc.'s capital stock or any combination thereof, determined by the number of shares outstanding, voting power or value (as determined by WPG Inc.'s Board of Directors), whichever produces the smallest holding of capital stock under the three methods, computed with regard to all outstanding shares of capital stock and, to the extent provided by the Code, all shares of WPG Inc.'s capital stock issuable under outstanding options and exchange rights that have not been exercised. WPG Inc.'s Board of Directors may grant an exemption in its sole discretion, subject to such conditions, representations and undertakings as it may determine in its sole discretion. These ownership limits could delay or prevent a transaction or a change in control that might involve a premium price for WPG Inc.'s common shares or otherwise be in the best interest of WPG Inc.'s shareholders.

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Risks Related to Our Common and Preferred Shares/Units
We cannot guarantee the timing, amount, or payment of distributions on our common shares/units.
Although we expect to pay regular cash distributions, the timing, declaration, amount and payment of future distributions to shareholders will fall within the discretion of our Board of Directors. Our Board of Directors' decisions regarding the payment of distributions will depend on many factors, such as our financial condition, earnings, capital requirements, debt service obligations, limitations under our financing arrangements, industry practice, legal requirements, regulatory constraints, and other factors that it deems relevant. Our ability to pay distributions will depend on our ongoing ability to generate cash from operations and access capital markets. We cannot guarantee that we will pay a distribution in the future or continue to pay any distribution at a particular rate.
The market value or trading price of our preferred and Common Shares could decrease based upon uncertainty in the marketplace and market perception.
The market price of our common and preferred shares may fluctuate widely as a result of a number of factors, many of which are outside our control or influence. Additionally, the stock market is subject to fluctuations in share prices and trading volumes that affect the market prices of the shares of many companies. These broad market fluctuations have adversely affected and may continue to adversely affect the market price of our common and preferred shares. Among the factors that could adversely affect the market price of our common and preferred shares are:
actual or anticipated quarterly fluctuations in our operating results and financial condition;
changes in our FFO, revenue, or earnings estimates or publication of research reports and recommendations by financial analysts or actions taken by rating agencies with respect to our securities or those of other REITs;
negative speculation or information in the media or investment community;
any changes in our distribution or dividend policy;
any sale or disposal of properties within our portfolio;
any future issuances of equity securities;
increases in leverage, mortgage debt financing, or outstanding borrowings;
strategic actions by our Company or our competitors, such as acquisitions, joint ventures, or restructurings;
general market conditions and, in particular, developments related to market conditions for the real estate industry;
proposed or adopted regulatory or legislative changes or developments; or
anticipated or pending investigations, proceedings, or litigation that involves or affect us.
WPG Inc.'s cash available for distribution to shareholders might be insufficient to pay distributions at any particular levels or in amounts sufficient in order for WPG Inc. to maintain its REIT qualification, which could require us to borrow funds in order to make such distributions.
As a REIT, WPG Inc. is required to distribute at least 90% of its REIT taxable income each year, excluding net capital gains, to its shareholders. WPG Inc. intends to make regular quarterly distributions whereby it expects to distribute at least 100% of its REIT taxable income to its shareholders out of assets legally available thereof. Based on the amount of its REIT taxable income for the year ended December 31, 2017, WPG Inc.'s annual dividend of $1.00 per share satisfied this requirement. However, WPG Inc.'s ability to make distributions could be adversely affected by various factors, many of which are not within its control. For example, in the event of downturns in its financial condition or operating results, economic conditions or otherwise, WPG Inc. might be unable to declare or pay distributions to its shareholders to the extent required to maintain its REIT qualification. WPG Inc. might be required either to fund distributions from borrowings under the Revolver or to reduce its distributions. If we borrow to fund WPG Inc.'s distributions, our interest costs could increase, thereby reducing our earnings and cash available for distribution from what they otherwise would have been.
In addition, some of WPG Inc.'s distributions may include a return of capital. To the extent that WPG Inc. makes distributions in excess of its current and accumulated earnings and profits (as determined for U.S. federal income tax purposes), such distributions would generally be considered a return of capital for U.S. federal income tax purposes to the extent of the holder's adjusted tax basis in its shares. A return of capital is not taxable, but it has the effect of reducing the holder's adjusted tax basis in its investment. To the extent that distributions exceed the adjusted tax basis of a holder's shares, the distributions will be treated as gain from the sale or exchange of such shares.

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Your percentage of ownership in WPG Inc. may be diluted in the future.
In the future, your percentage ownership in us may be diluted because of equity issuances for acquisitions, capital market transactions or otherwise. WPG Inc. also regularly grants compensatory equity awards to directors, officers, employees, advisors, and consultants who are eligible to receive such awards. Such awards will have a dilutive effect on WPG Inc.'s earnings per share, which could adversely affect the market price of WPG Inc.'s common shares.
In addition, WPG Inc.'s amended and restated articles of incorporation authorize WPG Inc. to issue, without the approval of its shareholders, one or more additional classes or series of preferred shares having such designation, powers, preferences and relative, participating, optional and other special rights, including preferences over our common shares respecting dividends and distributions, as WPG Inc.'s Board of Directors generally may determine.
The terms of one or more such classes or series of preferred shares could dilute the voting power or reduce the value of WPG Inc.'s common shares. For example, WPG Inc. could grant the holders of preferred shares the right to elect some number of WPG Inc. directors in all events or on the occurrence of specified events, or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we could assign to holders of preferred shares could affect the residual value of the common shares.
Certain provisions in WPG Inc.'s amended and restated articles of incorporation and bylaws, and provisions of Indiana law, might prevent or delay an acquisition of our company, which could decrease the trading price of WPG Inc.'s common shares.
WPG Inc.'s amended and restated articles of incorporation and bylaws contain, and Indiana law contains, provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the bidder and to encourage prospective acquirers to negotiate with WPG Inc.'s Board of Directors rather than to attempt a hostile takeover. These provisions include, among others:
The inability of WPG Inc.'s shareholders to call a special meeting;
Restrictions on the ability of WPG Inc.'s shareholders to act by written consent without a meeting;
Advance notice requirements and other limitations on the ability of shareholders to present proposals or nominate directors for election at shareholder meetings;
The right of WPG Inc.'s Board of Directors to issue preferred shares without shareholder approval;
Limitations on the ability of WPG Inc.'s shareholders to remove directors;
The ability of WPG Inc.'s directors, and not shareholders, to fill vacancies on WPG Inc.'s Board of Directors;
Restrictions on the number of shares of capital stock that individual shareholders may own;
Supermajority vote requirements for shareholders to amend certain provisions of WPG Inc.'s amended and restated articles of incorporation and bylaws;
Limitations on the exercise of voting rights in respect of any "control shares" acquired in a control share acquisition, which WPG Inc. has currently opted out of in WPG Inc.'s amended and restated bylaws but which could apply to WPG Inc. in the future; and
Restrictions on an "interested shareholder" to engage in certain business combinations with WPG Inc. for a five-year period following the date the interested shareholder became such.
We believe these provisions will protect WPG Inc.'s shareholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with WPG Inc.'s Board of Directors and by providing WPG Inc.'s Board of Directors with more time to assess any acquisition proposal. These provisions are not intended to make the company immune from takeovers. However, these provisions will apply even if the offer may be considered beneficial by some shareholders and could delay or prevent an acquisition that WPG Inc.'s Board of Directors determines is not in the best interests of WPG Inc. and its shareholders. These provisions may also prevent or discourage attempts to remove and replace incumbent directors.
Several of the agreements that we entered into with SPG in connection with the separation require SPG's consent to any assignment by us of our rights and obligations under the agreements, but these agreements generally expired within two years of May 28, 2014, except for certain agreements that continue for longer terms. These agreements include the Separation Agreement and the Tax Matters Agreement. The consent and termination rights set forth in these agreements might discourage, delay or prevent a change of control that you may consider favorable.
In addition, an acquisition or further issuance of WPG Inc.'s common shares could trigger the application of Section 355(e) of the Code. Under the tax related agreement(s) we had with SPG following the separation, we would be required to indemnify SPG for any resulting taxes and related amounts, and this indemnity obligation might discourage, delay or prevent a change of control that you may consider favorable.

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Certain provisions in WPG L.P.'s amended and restated limited partnership agreement may limit our ability to execute transactions that you may consider favorable.
WPG L.P.'s amended and restated limited partnership agreement, as amended (the "Partnership Agreement") provides that we must obtain the approval of a majority of the units of limited partnership interest held by limited partners in order to merge or consolidate WPG L.P. or voluntarily sell or otherwise transfer all or substantially all of the assets of WPG L.P. In addition, during all periods in which Melvin Simon, Herbert Simon and David Simon and members of their immediate families (and including their lineal descendants, trusts established for their benefit and entities controlled by them), collectively, hold at least 10% of the partnership units in WPG L.P., the Partnership Agreement requires that WPG L.P. obtain the consent of the Simons holding more than 50% of the partnership units then held by the Simons prior to, among other things, selling, exchanging, transferring or otherwise disposing of all or substantially all of the assets of WPG L.P. David Simon (or such other person as may be designated by the holders of more than 50% of the partnership units held by the Simons) has been granted authority by those limited partners who are Simons to grant and withhold consent on behalf of the Simons whenever such consent of the Simons is required. Because WPG L.P.'s assets comprise substantially all of our assets, these restrictions could limit our ability to sell or transfer all or substantially all of our assets, or impact the manner in which we do so, even if some of our shareholders believe that doing so would be in our and their best interests.
WPG Inc.'s substantial shareholders may exert influence over our company that may be adverse to our best interests and those of WPG Inc.'s other shareholders.
A substantial portion of WPG Inc.'s outstanding common shares are held by a relatively small group of shareholders. This concentration of ownership may make some transactions more difficult or impossible without the support of some or all of these shareholders. For example, the concentration of ownership held by the substantial shareholders, even if they are not acting in a coordinated manner, could allow them to influence our policies and strategy and could delay, defer or prevent a change of control or impede a merger, takeover or other business combination that may otherwise be favorable to us and our other shareholders. Additionally, the interests of any of WPG Inc.'s substantial shareholders, or any of their respective affiliates, could conflict with or differ from the interests of WPG Inc.'s other shareholders or the other substantial shareholders. A substantial shareholder or affiliate thereof may also pursue acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us.
Item 1B.    Unresolved Staff Comments
None.
Item 2.    Properties
As of December 31, 2017, our portfolio of properties consisted of material interests in 108 properties totaling approximately 59 million square feet of GLA. We also own parcels of land which can be used for either new development or the expansion of existing properties. While most of these properties are wholly owned by us, several are less than wholly owned through joint ventures and other arrangements with third parties, which is common in the real estate industry. As of December 31, 2017, our properties had an ending occupancy rate of 93.1% (based on the measures described in note (2) to the table that follows).
Our properties are leased to a variety of tenants across the retail spectrum including anchor stores, big-box tenants, national inline tenants, sit-down restaurants, movie theatres, and regional and local retailers. As of December 31, 2017, selected anchors and tenants include Macy's, Inc., Dillard's, Inc., J.C. Penney Co., Inc., Sears Holdings Corporation, Target Corporation, The Bon-Ton Stores, Inc., Kohl's Corporation, Dick's Sporting Goods, Best Buy Co., Inc., Bed Bath & Beyond Inc. and TJX Companies, Inc. With respect to all tenants in our portfolio, no single tenant was responsible for more than 3.0% of our total base minimum rental revenues for the year ended December 31, 2017. Further, no single property accounted for more than 5.1%, of our total base minimum rental revenues for the year ended December 31, 2017. Finally, as of December 31, 2017, no more than 13.6% of our total gross annual base minimum rental revenues was derived from leases that expire in any single calendar year. Capitalized terms not defined in this Item 2 shall have the definition ascribed to these terms in Item 1 of this Form 10-K.
The following table summarizes certain data for our portfolio of properties as of December 31, 2017:
Property Information
As of December 31, 2017
Property Name
 
State
 
City (Major Metropolitan Area)
 
Ownership
Interest
(Expiration
if Lease)
 
Financial
Interest (1)
 
Year
Acquired
or Built
 
Occupancy (%)(2)
 
 Total
Center
SF
 
Anchors
Enclosed Retail Properties
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Anderson Mall
 
SC
 
Anderson
 
Fee
 
100.0
%
 
Built 1972
 
78.3
%
 
670,031

 
Belk(10), Books-A-Million, Dillard's(10), JCPenney, Sears(10)

23


Property Name
 
State
 
City (Major Metropolitan Area)
 
Ownership
Interest
(Expiration
if Lease)
 
Financial
Interest (1)
 
Year
Acquired
or Built
 
Occupancy (%)(2)
 
 Total
Center
SF
 
Anchors
Arbor Hills
 
MI
 
Ann Arbor
 
Fee
 
51.0
%
 
Acquired 2015
 
100.0
%
 
87,395

 
N/A
Arboretum, The
 
TX
 
Austin
 
Fee
 
51.0
%
 
Acquired 1998
 
94.3
%
 
195,302

 
Barnes & Noble, Cheesecake Factory, Pottery Barn
Ashland Town Center
 
KY
 
Ashland
 
Fee
 
100.0
%
 
Acquired 2015
 
94.3
%
 
433,558

 
Belk, Belk Home Store, JCPenney(10), T.J. Maxx
Bowie Town Center
 
MD
 
Bowie (Wash, D.C.)
 
Fee
 
100.0
%
 
Built 2001
 
88.1
%
 
571,820

 
Barnes & Noble, Best Buy, L.A. Fitness, Macy's(10), Off Broadway Shoes, Sears(8)
Boynton Beach Mall
 
FL
 
Boynton Beach (Miami)
 
Fee
 
100.0
%
 
Acquired 1996
 
87.3
%
 
1,101,881

 
Cinemark Theatres, Dillard's(10), JCPenney, Macy's(10), Sears, You Fit Health Clubs
Brunswick Square
 
NJ
 
East Brunswick (New York)
 
Fee
 
100.0
%
 
Acquired 1996
 
98.5
%
 
760,998

 
Barnes & Noble, JCPenney(10), Macy's(10), Starplex Luxury Cinema
Charlottesville Fashion Square
 
VA
 
Charlottesville
 
Ground Lease (2076)
 
100.0
%
 
Acquired 1997
 
87.3
%
 
578,063

 
Belk(4), JCPenney(10) Sears
Chautauqua Mall
 
NY
 
Lakewood
 
Fee
 
100.0
%
 
Acquired 1996
 
91.1
%
 
432,931

 
Bon Ton, JCPenney, Office Max, Sears
Chesapeake Square Theater
 
VA
 
Chesapeake (VA Beach)
 
Fee
 
100.0
%
 
Acquired 1996
 
100.0
%
 
42,248

 
Cinemark Theatres
Clay Terrace
 
IN
 
Carmel (Indianapolis)
 
Fee
 
100.0
%
 
Acquired 2014
 
97.3
%
 
577,601

 
Dick's Sporting Goods, DSW, Pier 1, St. Vincent's Sports Performance, Whole Foods
Cottonwood Mall
 
NM
 
Albuquerque
 
Fee
 
100.0
%
 
Built 1996
 
87.8
%
 
1,050,499

 
Conn's Electronic & Appliance(10), Dillard's(10), JCPenney(10), Regal Cinema, Sears(10)
Dayton Mall
 
OH
 
Dayton
 
Fee
 
100.0
%
 
Acquired 2015
 
96.7
%
 
1,442,615

 
Dick's Sporting Goods, DSW, Elder-Beerman(10), JCPenney, Macy's(10), Sears(8)
Edison Mall
 
FL
 
Fort Myers
 
Fee
 
100.0
%
 
Acquired 1997
 
90.0
%
 
1,038,097

 
Books-A-Million, Dillard's(10), JCPenney, Macy's(4), Sears(8)
Grand Central Mall
 
WV
 
Parkersburg
 
Fee
 
100.0
%
 
Acquired 2015
 
90.4
%
 
846,249

 
Belk, Dunham's Sports, Elder-Beerman(5) JCPenney, Regal Cinemas, Sears
Great Lakes Mall
 
OH
 
Mentor (Cleveland)
 
Fee
 
100.0
%
 
Acquired 1996
 
91.6
%
 
1,222,601

 
Atlas Cinema Stadium 16, Barnes & Noble, Dick's Sporting Goods, Dillard's(10), JCPenney, Macy's(10)
Indian Mound Mall
 
OH
 
Newark
 
Fee
 
100.0
%
 
Acquired 2015
 
91.8
%
 
556,746

 
AMC Theaters, Big Sandy Superstore(10), Dick's Sporting Goods, Elder-Beerman, JCPenney, Sears(10)
Irving Mall
 
TX
 
Irving (Dallas)
 
Fee
 
100.0
%
 
Built 1971
 
99.9
%
 
1,052,204

 
AMC Theatres, Burlington Coat Factory, Dillard's(10), Fitness Connection, La Vida Fashion and Home Décor(10), Macy's(10), Sears(8), Shoppers World, Sky Zone
Jefferson Valley Mall
 
NY
 
Yorktown Heights (New York)
 
Fee
 
100.0
%
 
Built 1983
 
92.4
%
 
578,245

 
Dick's Sporting Goods, Macy's, Sears(8)
Lima Mall
 
OH
 
Lima
 
Fee
 
100.0
%
 
Acquired 1996
 
80.6
%
 
743,361

 
JCPenney, Macy's(10), Sears
Lincolnwood Town Center
 
IL
 
Lincolnwood (Chicago)
 
Fee
 
100.0
%
 
Built 1990
 
86.7
%
 
422,997

 
Carson Pirie Scott, Kohl's

24


Property Name
 
State
 
City (Major Metropolitan Area)
 
Ownership
Interest
(Expiration
if Lease)
 
Financial
Interest (1)
 
Year
Acquired
or Built
 
Occupancy (%)(2)
 
 Total
Center
SF
 
Anchors
Lindale Mall
 
IA
 
Cedar Rapids
 
Fee
 
100.0
%
 
Acquired 1998
 
94.3
%
 
730,590

 
Sears(8), Von Maur, Younkers
Longview Mall
 
TX
 
Longview
 
Fee
 
100.0
%
 
Built 1978
 
99.4
%
 
653,238

 
Dick's Sporting Goods, Dillard's(10), JCPenney(10), L'Patricia(10), Sears(10), Stage(10)
Malibu Lumber Yard
 
CA
 
Malibu
 
Ground Lease (2047)
 
51.0
%
 
Acquired 2015
 
73.6
%
 
31,514

 
N/A
Mall at Fairfield Commons, The
 
OH
 
Beavercreek
 
Fee
 
100.0
%
 
Acquired 2015
 
92.7
%
 
1,043,107

 
Dick's Sporting Goods, Elder-Beerman, JCPenney, Macy's(10), Sears
Mall at Johnson City, The
 
TN
 
Johnson City
 
Fee
 
51.0
%
 
Acquired 2015
 
98.9
%
 
567,895

 
Belk for Her, Belk Home Store, Dick's Sporting Goods, JCPenney, Sears(10)
Maplewood Mall
 
MN
 
St. Paul (Minneapolis)
 
Fee
 
100.0
%
 
Acquired 2002
 
83.6
%
 
905,960

 
Barnes & Noble, JCPenney(10), Kohl's(10), Macy's(10), Sears(8)
Markland Mall
 
IN
 
Kokomo
 
Fee (9)
 
100.0
%
 
Built 1968
 
92.6
%
 
312,579

 
Carson Pirie Scott, Target
Melbourne Square
 
FL
 
Melbourne
 
Fee
 
100.0
%
 
Acquired 1996
 
90.2
%
 
723,804

 
Dick's Sporting Goods, Dillard's(11), JCPenney, L.A. Fitness, Macy's(10)
Mesa Mall
 
CO
 
Grand Junction
 
Fee
 
100.0
%
 
Acquired 1998
 
93.2
%
 
873,467

 
Cabela's(10), Herberger's, JCPenney(10), Jo-Ann Fabrics, Sears, Target(10)
Morgantown Mall
 
WV
 
Morgantown
 
Fee
 
100.0
%
 
Acquired 2015
 
90.9
%
 
555,531

 
AMC Theaters, Belk(5), Elder-Beerman, JCPenney, Sears
Muncie Mall
 
IN
 
Muncie
 
Fee
 
100.0
%
 
Built 1970
 
84.9
%
 
641,821

 
Carson's, JCPenney, Macy's(10), Sears(10)
New Towne Mall
 
OH
 
New Philadelphia
 
Fee
 
100.0
%
 
Acquired 2015
 
90.9
%
 
506,618

 
Dick's Sporting Goods, Elder-Beerman, Jo-Ann Fabrics, Kohl's, Marshalls, Super Fitness Center
Northtown Mall
 
MN
 
Blaine
 
Fee
 
100.0
%
 
Acquired 2015
 
93.5
%
 
607,199

 
Becker Furniture, Best Buy, Burlington Coat Factory, Herberger's, Hobby Lobby, Home Depot, L.A. Fitness
Northwoods Mall
 
IL
 
Peoria
 
Fee
 
100.0
%
 
Built 1983
 
81.1
%
 
686,176

 
JCPenney(10), Round One, Sears(10)
Oak Court Mall
 
TN
 
Memphis
 
Fee
 
100.0
%
 
Acquired 1997
 
96.7
%
 
847,398

 
Dillard's(4), Macy's(10)
Oklahoma City Properties
 
OK
 
Oklahoma City
 
Fee
 
51.0
%
(7)
Acquired 2015
 
89.9
%
 
294,598

 
Trader Joe's, Whole Foods
Orange Park Mall
 
FL
 
Orange Park (Jacksonville)
 
Fee
 
100.0
%
 
Acquired 1994
 
98.0
%
 
959,438

 
AMC Theatres, Belk(10), Dick's Sporting Goods, Dillard's(10), JCPenney, Sears(10)
Outlet Collection® | Seattle, The
 
WA
 
Auburn (Seattle)
 
Fee
 
100.0
%
 
Acquired 2015
 
94.2
%
 
922,286

 
Bed Bath & Beyond, Burlington Coat Factory, Dave & Busters, L.A. Fitness, Nordstrom Rack, Sam's Club(5)
Paddock Mall
 
FL
 
Ocala
 
Fee
 
100.0
%
 
Acquired 1996
 
95.4
%
 
548,120

 
Belk, JCPenney, Macy's(10), Sears(8)
Pearlridge Center
 
HI
 
Aiea
 
Fee and Ground Lease (2043, 2058)
 
51.0
%
 
Acquired 2015
 
93.1
%
 
1,288,651

 
Longs Drug Store, Macy's, Pearlridge Mall Theaters, Ross Dress for Less, Sears, T.J. Maxx

25


Property Name
 
State
 
City (Major Metropolitan Area)
 
Ownership
Interest
(Expiration
if Lease)
 
Financial
Interest (1)
 
Year
Acquired
or Built
 
Occupancy (%)(2)
 
 Total
Center
SF
 
Anchors
Polaris Fashion Place®
 
OH
 
Columbus
 
Fee
 
51.0
%
 
Acquired 2015
 
99.1
%
 
1,570,588

 
Barnes & Noble, Dick's Sporting Goods, JCPenney(10), Macy's(10), Saks Fifth Avenue(10), Sears(10), Von Maur(10)
Port Charlotte Town Center
 
FL
 
Port Charlotte
 
Fee
 
100.0
%
(6)
Acquired 1996
 
87.7
%
 
777,246

 
Bealls(10), Dillard's(10), DSW, JCPenney, Macy's(10), Recreational Warehouse, Regal Cinema, Sears
Rolling Oaks Mall
 
TX
 
San Antonio
 
Fee
 
100.0
%
 
Built 1988
 
96.7
%
 
883,336

 
Dillard's(10), JCPenney(10), Macy's(10), Sears(10)
Rushmore Mall
 
SD
 
Rapid City
 
Fee
 
100.0
%
 
Acquired 1998
 
80.3
%
 
831,040

 
AMC Theaters, At Home, Herberger's, Hobby Lobby, JCPenney, Planet Fitness, Sears(5), Toys 'R Us(5)
Scottsdale Quarter®
 
AZ
 
Scottsdale
 
Fee
 
51.0
%
 
Acquired 2015
 
91.5
%
 
725,431

 
Apogee Physicians, H&M, iPic Theaters, JDA Software, Restoration Hardware, Starwood Hotels
Seminole Towne Center
 
FL
 
Sanford (Orlando)
 
Fee
 
22.4
%
 
Built 1995
 
88.9
%
 
1,109,948

 
Athletic Apex, Burlington Coat Factory, Dick's Sporting Goods, Dillard's(10), JCPenney(10), Macy's, Sears(10), United Artists Theatre
Southern Hills Mall
 
IA
 
Sioux City
 
Fee
 
100.0
%
 
Acquired 1998
 
90.9
%
 
794,010

 
AMC Theaters, Barnes & Noble, Hy-Vee, JCPenney(10), Scheel's All Sports, Sears(10), Younkers
Southern Park Mall
 
OH
 
Youngstown
 
Fee
 
100.0
%
 
Acquired 1996
 
85.4
%
 
1,202,924

 
Cinemark Theatres,
Dillard's(10), JCPenney, Macy's, Sears
Sunland Park Mall
 
TX
 
El Paso
 
Fee
 
100.0
%
 
Built 1988
 
83.0
%
 
927,703

 
Cinemark, Dillard's(11), Forever 21(10), Sears(10)
Town Center at Aurora
 
CO
 
Aurora (Denver)
 
Fee
 
100.0
%
 
Acquired 1998
 
94.1
%
 
1,080,940

 
Century Theatres, Dillard's(10), JCPenney(10), Macy's(10), Sears(10)
Town Center Crossing & Plaza
 
KS
 
Leawood
 
Fee
 
51.0
%
 
Acquired 2015
 
94.2
%
 
671,286

 
Arhaus, Barnes & Noble, Crate & Barrel, Macy's(10), Restoration Hardware
Towne West Square
 
KS
 
Wichita
 
Fee
 
100.0
%
 
Built 1980
 
79.4
%
 
898,662

 
Dick's Sporting Goods(10), Dillard's(11), JCPenney(10), The Movie Machine
Waterford Lakes Town Center
 
FL
 
Orlando
 
Fee
 
100.0
%
 
Built 1999
 
100.0
%
 
965,482

 
Ashley Furniture Home Store (10), Barnes & Noble, Bed Bath & Beyond, Best Buy, Jo-Ann Fabrics, L.A. Fitness(10), Office Max, Regal Cinemas, Ross Dress for Less, Target(10), T.J. Maxx
Weberstown Mall
 
CA
 
Stockton
 
Fee
 
100.0
%
 
Acquired 2015
 
98.6
%
 
859,287

 
Barnes & Noble, Dillard's(10), JCPenney(10), Sears(10)
West Ridge Mall
 
KS
 
Topeka
 
Fee
 
100.0
%
 
Built 1988
 
82.8
%
 
1,015,064

 
Burlington Coat Factory(5), Dillard's(10), Furniture Mall of Kansas(10), JCPenney(10), Sears(10), Sky Zone

26


Property Name
 
State
 
City (Major Metropolitan Area)
 
Ownership
Interest
(Expiration
if Lease)
 
Financial
Interest (1)
 
Year
Acquired
or Built
 
Occupancy (%)(2)
 
 Total
Center
SF
 
Anchors
Westminster Mall
 
CA
 
Westminster (Los Angeles)
 
Fee
 
100.0
%
 
Acquired 1998
 
87.6
%
 
1,214,525

 
Chuze Fitness, DSW,
JCPenney(10), Macy's(10), Sears(5)(8), Sky Zone, Target(10)
WestShore Plaza
 
FL
 
Tampa
 
Fee
 
100.0
%
 
Acquired 2015
 
96.5
%
 
1,075,486

 
AMC Theatres, Dick's Sporting Goods, JCPenney, Macy's(10), Sears
Total Enclosed Retail Properties Portfolio Square Footage (3)
 
 
 
 
 
 
 
44,708,390

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Open Air Properties
 
 
 
 
 
 
 
 
 
 
 
 
Bloomingdale Court
 
IL
 
Bloomingdale (Chicago)
 
Fee
 
100.0
%
 
Built 1987
 
99.3
%
 
696,588

 
Best Buy, Dick's Sporting Goods(10), Jo-Ann Fabrics, Office Max, Picture Show, Ross Dress for Less, T.J. Maxx N More, Walmart Supercenter(10)
Bowie Town Center Strip
 
MD
 
Bowie (Wash, D.C.)
 
Fee
 
100.0
%
 
Built 2001
 
100.0
%
 
106,636

 
Safeway(10)
Canyon View Marketplace
 
CO
 
Grand Junction
 
Fee
 
100.0
%
 
Acquired 2015
 
95.6
%
 
43,053

 
City Market(10), Kohl's(10)
Charles Towne Square
 
SC
 
Charleston
 
Fee
 
100.0
%
 
Built 1976
 
100.0
%
 
71,794

 
Regal Cinema
Chesapeake Center
 
VA
 
Chesapeake (Virginia Beach)
 
Fee
 
100.0
%
 
Acquired 1996
 
100.0
%
 
305,853

 
Dollar Tree(10), PetSmart, Value City Furniture
Concord Mills Marketplace
 
NC
 
Concord (Charlotte)
 
Fee
 
100.0
%
 
Acquired 2007
 
100.0
%
 
262,020

 
At Home, BJ's Wholesale Club, REC Warehouse
Countryside Plaza
 
IL
 
Countryside (Chicago)
 
Fee
 
100.0
%
 
Built 1977
 
99.9
%
 
403,756

 
Best Buy, Dollar Tree, Floor & Decor, Home Depot(10), Jo-Ann Fabrics, PetSmart, The Tile Shop
Dare Centre
 
NC
 
Kill Devil Hills
 
Ground Lease (2058)
 
100.0
%
 
Acquired 2004
 
100.0
%
 
168,673

 
Belk(10), Food Lion
DeKalb Plaza
 
PA
 
King of Prussia (Philadelphia)
 
Fee
 
100.0
%
 
Acquired 2003
 
100.0
%
 
101,911

 
ACME Grocery(10), Bob's Discount Furniture
Empire East
 
SD
 
Sioux Falls
 
Fee
 
100.0
%
 
Acquired 1998
 
100.0
%
 
301,438

 
Bed Bath & Beyond, Kohl's, Target(10)
Fairfax Court
 
VA
 
Fairfax (Wash, D.C.)
 
Fee
 
100.0
%
 
Acquired 2014
 
89.3
%
 
249,488

 
Burlington Coat Factory, Pier 1, XSport Fitness
Fairfield Town Center
 
TX
 
Houston
 
Fee
 
100.0
%
 
Built 2014
 
97.1
%
 
293,524

 
Academy Sports, HEB(10), Marshalls, Party City
Forest Plaza
 
IL
 
Rockford
 
Fee
 
100.0
%
 
Built 1985
 
100.0
%
 
433,718

 
Babies 'R Us/Toys 'R Us, Bed Bath & Beyond, Kohl's, Marshalls, Michaels, Office Max, Petco
Gaitway Plaza
 
FL
 
Ocala
 
Fee
 
99.0
%
(6)
Acquired 2014
 
98.4
%
 
208,039

 
Bed Bath & Beyond, Michael's, Office Depot, Ross Dress for Less, T.J. Maxx
Gateway Centers
 
TX
 
Austin
 
Fee
 
51.0
%
 
Acquired 2004
 
97.9
%
 
512,153

 
Best Buy, Crate & Barrel, Nordstrom Rack, Off 5th Saks 5th Ave, Regal Cinema(10), REI(10), Whole Foods, The Container Store, The Tile Shop
Greenwood Plus
 
IN
 
Greenwood (Indianapolis)
 
Fee
 
100.0
%
 
Built 1979
 
100.0
%
 
155,319

 
Best Buy, Kohl's
Henderson Square
 
PA
 
King of Prussia (Philadelphia)
 
Fee
 
100.0
%
 
Acquired 2003
 
100.0
%
 
107,371

 
Avalon Carpet & Tile Shop, Giant(10)
Keystone Shoppes
 
IN
 
Indianapolis
 
Fee
 
100.0
%
 
Acquired 1997
 
87.3
%
 
36,402

 
N/A

27


Property Name
 
State
 
City (Major Metropolitan Area)
 
Ownership
Interest
(Expiration
if Lease)
 
Financial
Interest (1)
 
Year
Acquired
or Built
 
Occupancy (%)(2)
 
 Total
Center
SF
 
Anchors
Lake Plaza
 
IL
 
Waukegan (Chicago)
 
Fee
 
100.0
%
 
Built 1986
 
100.0
%
 
215,590

 
Home Owners Bargain Outlet
Lake View Plaza
 
IL
 
Orland Park (Chicago)
 
Fee
 
100.0
%
 
Built 1986
 
99.0
%
 
367,369

 
Arhaus, Best Buy, Bob's Discount Furniture, Golf Galaxy, Jo-Ann Fabrics, Petco, Tuesday Morning, Value City Furniture(10)
Lakeline Plaza
 
TX
 
Cedar Park (Austin)
 
Fee
 
100.0
%
 
Built 1998
 
97.0
%
 
386,229

 
Best Buy, Jumpstreet, Office Max, PetSmart, Ross Dress for Less, T.J. Maxx, Total Wine & More(10)
Lima Center
 
OH
 
Lima
 
Fee
 
100.0
%
 
Acquired 1996
 
100.0
%
 
233,878

 
Hobby Lobby(10), Jo-Ann Fabrics, Kohl's, T.J. Maxx
Lincoln Crossing
 
IL
 
O'Fallon (St. Louis)
 
Fee
 
100.0
%
 
Built 1990
 
100.0
%
 
303,526

 
Academy Sports, PetSmart, Walmart(10)
MacGregor Village
 
NC
 
Cary
 
Fee
 
100.0
%
 
Acquired 2004
 
80.8
%
 
146,777

 
Apex Soccer
Mall of Georgia Crossing
 
GA
 
Buford (Atlanta)
 
Fee
 
100.0
%
 
Built 1999
 
100.0
%
 
440,774

 
American Signature Furniture, Best Buy, Nordstrom Rack, Staples, Target(10), T.J. Maxx 'n More
Markland Plaza
 
IN
 
Kokomo
 
Fee
 
100.0
%
 
Built 1974
 
95.2
%
 
90,527

 
Bed Bath & Beyond, Best Buy
Martinsville Plaza
 
VA
 
Martinsville
 
Ground Lease (2026)
 
100.0
%
 
Built 1967
 
69.2
%
 
102,105

 
Rose's
Matteson Plaza
 
IL
 
Matteson (Chicago)
 
Fee
 
100.0
%
 
Built 1988
 
56.2
%
 
273,836

 
Shoppers World
Muncie Towne Plaza
 
IN
 
Muncie
 
Fee
 
100.0
%
 
Built 1998
 
86.1
%
 
171,621

 
AMC Theatres, Kohl's, T.J. Maxx
North Ridge Shopping Center
 
NC
 
Raleigh
 
Fee
 
100.0
%
 
Acquired 2004
 
96.5
%
 
171,570

 
Ace Hardware, Harris-Teeter Grocery, O2 Fitness Club
Northwood Plaza
 
IN
 
Fort Wayne
 
Fee
 
100.0
%
 
Built 1974
 
81.4
%
 
204,956

 
Target(10)
Palms Crossing
 
TX
 
McAllen
 
Fee
 
51.0
%
 
Built 2007
 
97.2
%
 
409,158

 
Babies 'R Us, Barnes & Noble, Bealls, Best Buy, DSW, Hobby Lobby, Overstock Furniture & Mattress
Plaza at Buckland Hills, The
 
CT
 
Manchester
 
Fee
 
100.0
%
 
Acquired 2014
 
88.8
%
 
327,483

 
Big Lots, Jo-Ann Fabrics, Michael's(10), PetSmart(10), Total Wine & More, Toys 'R Us(10)
Richardson Square
 
TX
 
Richardson (Dallas)
 
Fee
 
100.0
%
 
Acquired 1996
 
100.0
%
 
516,100

 
Lowe's Home Improvement(10), Ross Dress for Less, Sears(10), Super Target(10)
Rockaway Commons
 
NJ
 
Rockaway (New York)
 
Fee
 
100.0
%
 
Acquired 1998
 
97.9
%
 
239,050

 
Best Buy, Buy Buy Baby, Christmas Tree Shops, DSW, Michael's, Nordstrom Rack
Rockaway Town Plaza
 
NJ
 
Rockaway (New York)
 
Fee
 
100.0
%
 
Built 2004
 
100.0
%
 
374,430

 
 Dick's Sporting Goods(10), PetSmart, Target(10)
Royal Eagle Plaza
 
FL
 
Coral Springs (Miami)
 
Fee
 
100.0
%
 
Acquired 2014
 
82.4
%
 
186,283

 
Hobby Lobby, Lucky's Market
Shops at Arbor Walk, The
 
TX
 
Austin
 
Ground Lease (2056)
 
51.0
%
 
Built 2006
 
98.4
%
 
458,469

 
DSW, Home Depot, Jo-Ann Fabrics, Marshalls, Sam Moon Trading Co., Spec's Wine, Spirits and Fine Foods
Shops at North East Mall, The
 
TX
 
Hurst (Dallas)
 
Fee
 
100.0
%
 
Built 1999
 
100.0
%
 
365,039

 
Barnes & Noble, Bed Bath & Beyond, Best Buy, DSW, Michaels, PetSmart, T.J. Maxx

28


Property Name
 
State
 
City (Major Metropolitan Area)
 
Ownership
Interest
(Expiration
if Lease)
 
Financial
Interest (1)
 
Year
Acquired
or Built
 
Occupancy (%)(2)
 
 Total
Center
SF
 
Anchors
St. Charles Towne Plaza
 
MD
 
Waldorf (Wash, D.C.)
 
Fee
 
100.0
%
 
Built 1987
 
87.4
%
 
391,653

 
Ashley Furniture, Big Lots, Citi Trends, Dollar Tree, K & G Menswear, Shoppers Food Warehouse, Value City Furniture(10)
Tippecanoe Plaza
 
IN
 
Lafayette
 
Fee
 
100.0
%
 
Built 1974
 
100.0
%
 
90,522

 
Barnes & Noble, Best Buy
University Center
 
IN
 
Mishawaka
 
Fee
 
100.0
%
 
Acquired 1996
 
95.1
%
 
150,441

 
Best Buy(10), Michael's, Ross Dress for Less
University Town Plaza
 
FL
 
Pensacola
 
Fee
 
100.0
%
 
Redeveloped 2013
 
100.0
%
 
565,538

 
Academy Sports, Burlington Coat Factory, JCPenney(10), Sears(8), Toys 'R Us/Babies 'R Us
Village Park Plaza
 
IN
 
Carmel (Indianapolis)
 
Fee
 
100.0
%
 
Acquired 2014
 
100.0
%
 
575,548

 
Bed Bath & Beyond, Hobby Lobby, Kohl's, Marsh Supermarket(10), Regal Cinemas, Walmart Supercenter(10)
Washington Plaza
 
IN
 
Indianapolis
 
Fee
 
100.0
%
 
Acquired 1996
 
79.4
%
 
50,107

 
Jo-Ann Fabrics
West Ridge Plaza
 
KS
 
Topeka
 
Fee
 
100.0
%
 
Built 1988
 
100.0
%
 
253,086

 
Target(10), T.J. Maxx, Toys 'R Us(10)
West Town Corners
 
FL
 
Altamonte Springs (Orlando)
 
Fee
 
100.0
%
(6)
Acquired 2014
 
93.5
%
 
380,240

 
American Signature Furniture(10), PetSmart, Walmart(10), Winn-Dixie Marketplace
Westland Park Plaza
 
FL
 
Orange Park (Jacksonville)
 
Fee
 
100.0
%
(6)
Acquired 2014
 
86.7
%
 
163,259

 
Beall's, Burlington Coat Factory, Guitar Center, L.A. Fitness
White Oaks Plaza
 
IL
 
Springfield
 
Fee
 
100.0
%
 
Built 1986
 
100.0
%
 
398,077

 
Babies 'R Us/Toys 'R Us(10), County Market(10), Kohl's, Office Max, T.J. Maxx
Whitehall Mall
 
PA
 
Whitehall
 
Fee
 
100.0
%
 
Acquired 2014
 
99.5
%
 
603,475

 
Bed Bath & Beyond, Buy Buy Baby, Gold's Gym, Kohl's, Michael's, Raymour & Flanigan Furniture, Sears
Wolf Ranch
 
TX
 
Georgetown (Austin)
 
Fee
 
100.0
%
 
Built 2005
 
97.9
%
 
632,258

 
Best Buy, DSW, Gold's Gym, Kohl's(10), Michael's, Office Depot, PetSmart, Ross Dress for Less, Target(10), T.J. Maxx
Total Open Air Portfolio Square Footage(3)
 
 
 
 
 
 
 
 
 
14,696,710

 
 
Total Portfolio Square Footage(3)
 
 
 
 
 
 
 
 
 
59,405,100

 
 
____________________________________________________________________

(1)
Direct and indirect interests in some joint venture properties are subject to preferences on distributions and/or capital allocation in favor of other partners.
(2)
Enclosed Retail Properties—Executed leases for all Company-owned GLA in enclosed retail property stores, excluding majors and anchors. Open Air Properties—Executed leases for all Company-owned retail GLA (or total center GLA).
(3)
Includes office space in the properties, including the following properties with more than 20,000 square feet of office space:
Clay Terrace—80,033 sq. ft.; Oak Court Mall—123,891 sq. ft.; Oklahoma City Properties—26,846 sq. ft.
Royal Eagle Plaza—25,207 sq. ft.; Pearlridge Center—185,206 sq. ft.; Scottsdale Quarter—301,565 sq. ft.; Town West Square—32,362 sq. ft.
(4)
Indicates tenant has multiple locations at this property and one of these spaces is owned by others.
(5)
Indicates anchor has announced its intent to close this location in 2018.
(6)
We receive substantially all the economic benefit of the property due to a preference or advance.
(7)
Includes the following properties: Classen Curve, Nichols Hills Plaza and The Triangle @ Classen Curve.
(8)
Sears store owned by Seritage Growth Properties.
(9)
During the year ended December 31, 2017, we purchased the fee interest in the land, and terminated the ground lease.
(10)
Indicates anchor space is owned by others.
(11)
Indicates tenant has multiple locations at this property and both of these spaces are owned by others.

29


Lease Expirations(1)
The following table summarizes lease expiration data for our properties as of December 31, 2017:
Year
 
Number of
Leases
Expiring
 
Square Feet
 
Average Base
Minimum Rent
Per Square Foot
 
Percentage of
Gross Annual
Rental
Revenues(2)
Inline Stores and Freestanding
 
 

 
 

 
 

 
 

Month To Month Leases
 
157

 
324,590

 
$
30.30

 
1.7
%
2018
 
684

 
2,008,740

 
$
25.47

 
8.6
%
2019
 
792

 
2,492,748

 
$
26.81

 
11.3
%
2020
 
709

 
2,396,749

 
$
24.92

 
10.1
%
2021
 
560

 
1,895,909

 
$
25.67

 
8.2
%
2022
 
529

 
1,846,987

 
$
25.37

 
7.9
%
2023
 
342

 
1,483,266

 
$
25.05

 
6.3
%
2024
 
239

 
932,271

 
$
26.84

 
4.2
%
2025
 
217

 
945,645

 
$
27.41

 
4.4
%
2026
 
231

 
1,183,525

 
$
26.78

 
5.3
%
2027
 
225

 
1,046,734

 
$
25.35

 
4.5
%
2028 and Thereafter
 
68

 
455,501

 
$
23.77

 
1.8
%
Specialty Leasing Agreements w/ terms in excess of 11 months
 
710

 
1,630,971

 
$
14.06

 
3.9
%
Anchors
 
 

 
 

 
 

 
 

Month To Month Leases
 
1

 
17,892

 
$
4.02

 
0.0
%
2018
 
22

 
1,455,902

 
$
5.12

 
1.3
%
2019
 
30

 
1,840,142

 
$
6.17

 
1.9
%
2020
 
53

 
2,624,820

 
$
7.99

 
3.5
%
2021
 
48

 
2,792,119

 
$
7.46

 
3.5
%
2022
 
41

 
2,426,802

 
$
6.20

 
2.5
%
2023
 
40

 
1,831,789

 
$
9.90

 
3.1
%
2024
 
17

 
848,845

 
$
8.37

 
1.2
%
2025
 
14

 
597,259

 
$
13.07

 
1.3
%
2026
 
12

 
430,373

 
$
11.39

 
0.8
%
2027
 
17

 
843,633

 
$
7.65

 
1.1
%
2028 and Thereafter
 
15

 
1,152,318

 
$
8.41

 
1.6
%
_______________________________________________________________________________

(1)
Does not consider the impact of renewal options that may be contained in leases and only considers Company-owned GLA.
(2)
Gross annual rental revenues represents 2017 consolidated and joint venture combined base rental revenue for the portfolio.

30


Mortgage Financing on Properties
The following table sets forth certain information regarding the mortgages and unsecured indebtedness encumbering our properties and the properties held in our joint venture arrangements, and our unsecured corporate debt as of December 31, 2017:
Summary of Mortgage and Other Indebtedness
As of December 31, 2017
(In thousands)
Property Name
 
Maturity Date (1)
 
Interest Rate
 
Principal Balance
 
Our Share of Principal Balance
 
 
 
F = Fixed
V = Variable
Floating
Consolidated Indebtedness:
 
 
 
 

 
 

 
 

 
 
 
 
Secured Indebtedness
 
 
 
 

 
 

 
 

 
 
 
 
Anderson Mall
 
12/1/2022
 
4.61
%
 
$
18,449

 
$
18,449

 
 
 
F
Ashland Town Center
 
7/6/2021
 
4.90
%
 
37,652

 
37,652

 
 
 
F
Brunswick Square
 
3/1/2024
 
4.80
%
 
72,504

 
72,504

 
 
 
F
Canyon View Marketplace
 
11/6/2023
 
5.47
%
 
5,305

 
5,305

 
 
 
F
Charlottesville Fashion Square
 
4/1/2024
 
4.54
%
 
47,009

 
47,009

 
 
 
F
Concord Mills Marketplace
 
11/1/2023
 
4.82
%
 
16,000

 
16,000

 
 
 
F
Cottonwood Mall
 
4/6/2024
 
4.82
%
 
99,031

 
99,031

 
 
 
F
Dayton Mall
 
9/1/2022
 
4.57
%
 
81,689

 
81,689

 
 
 
F
Forest Plaza
 
10/10/2019
 
7.50
%
 
16,084

 
16,084

 
 
 
F
Grand Central Mall
 
7/6/2020
 
6.05
%
 
40,397

 
40,397

 
 
 
F
Lakeline Plaza
 
10/10/2019
 
7.50
%
 
15,068

 
15,068

 
 
 
F
Lincolnwood Town Center
 
4/1/2021
 
4.26
%
 
49,668

 
49,668

 
 
 
F
Mall of Georgia Crossing
 
10/6/2022
 
4.28
%
 
22,713

 
22,713

 
 
 
F
Muncie Mall
 
4/1/2021
 
4.19
%
 
34,645

 
34,645

 
 
 
F
Muncie Towne Plaza
 
10/10/2019
 
7.50
%
 
6,264

 
6,264

 
 
 
F
North Ridge Shopping Center
 
12/1/2022
 
3.41
%
 
12,018

 
12,018

 
 
 
F
Oak Court Mall
 
4/1/2021
 
4.76
%
 
37,701

 
37,701

 
 
 
F
Outlet Collection® | Seattle, The
 
1/14/2020
 
3.06
%
 
86,500

 
86,500

 
(2)
 
V
Port Charlotte Town Center
 
11/1/2020
 
5.30
%
 
43,133

 
43,133

 
(3)
 
F
Rushmore Mall
 
2/1/2019
 
5.79
%
 
94,000

 
94,000

 
 
 
F
Town Center at Aurora
 
4/1/2021
 
4.19
%
 
53,250

 
53,250

 
 
 
F
Towne West Square
 
6/1/2021
 
5.61
%
 
46,188

 
46,188

 
 
 
F
Weberstown Mall
 
6/8/2021
 
3.31
%
 
65,000

 
65,000

 
 
 
V
West Ridge Mall
 
3/6/2024
 
4.84
%
 
40,697

 
40,697

 
 
 
F
West Ridge Plaza
 
3/6/2024
 
4.84
%
 
10,174

 
10,174

 
 
 
F
Westminster Mall
 
4/1/2024
 
4.65
%
 
80,019

 
80,019

 
 
 
F
White Oaks Plaza
 
10/10/2019
 
7.50
%
 
12,528

 
12,528

 
 
 
F
Whitehall Mall
 
11/1/2018
 
7.00
%
 
8,750

 
8,750

 
 
 
F
Unsecured Indebtedness
 
 
 
 

 
 

 
 

 
 
 
 
Credit Facility
 
5/30/2019
 
2.81
%
 
155,000

 
155,000

 
(4)
 
V
5.950% Notes due 2024
 
8/15/2024
 
5.95
%
 
750,000

 
750,000

 
 
 
V
3.850% Notes due 2020 ("Exchange Notes")
 
4/1/2020
 
3.85
%
 
250,000

 
250,000

 
 
 
F
June 2015 Term Loan
 
3/2/2020
 
2.56
%
 
270,000

 
270,000